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AgencyOS

Terms and Conditions

Version of 18 September 2026

These terms and conditions govern the use of the software-as-a-service application AgencyOS. The provider is:

Code8 GmbH

They are addressed exclusively to businesses within the meaning of § 14 BGB. Consumers within the meaning of § 13 BGB cannot obtain the software.

§ 1 Scope and Contracting Parties

  1. These general terms and conditions (‘Terms’) apply to all contracts for the use of the software-as-a-service application ‘AgencyOS’ (the ‘Software’) between Code8 GmbH, Straßmannstraße 25, 10249 Berlin, registered with the commercial register of the local court of Charlottenburg under HRB 208957 B (the ‘Provider’), and the customer.
  2. The offering is addressed exclusively to businesses within the meaning of § 14 BGB, to legal entities under public law and to special funds under public law. Consumers within the meaning of § 13 BGB cannot obtain the Software. On registration the customer confirms that it enters into the contract in the exercise of its commercial or independent professional activity.
  3. Deviating, conflicting or supplementary terms and conditions of the customer do not become part of the contract, even if the Provider does not expressly object to them or renders performance without reservation in knowledge of them.
  4. For contracts under which the customer offers the Software to its own end customers under its own brand or its own domain (the ‘Network’ plan, white label, resale), these Terms apply only as a supplement; the separate agreement concluded for that purpose prevails.

§ 2 Subject Matter

  1. The Provider makes the Software available to the customer for use over the internet for the term of the contract and grants storage space for the customer’s data. The contract is a lease within the meaning of §§ 535 et seq. BGB.
  2. The scope of functions is determined by the plan chosen by the customer as set out in the service description valid at the time the contract is concluded, which is available at agencyoshq.de/pricing and is provided to the customer in text form on conclusion of the contract.
  3. Functions marked in the service description as ‘in build’, ‘next’ or ‘planned’ are not owed. Statements about future functions and dates are non-binding declarations of intent and do not give rise to any claim.
  4. The Provider owes the provision of the Software, not the substantive accuracy of the data entered by the customer or its users. In particular, the Software does not replace bookkeeping, invoicing within the meaning of the German VAT Act, or tax or legal advice.
  5. Procuring internet access, end devices and a current browser is the customer’s responsibility.

§ 3 Conclusion of Contract, Registration, User Accounts

  1. The presentation of the Software and the plans on the website does not constitute a binding offer.
  2. The contract is concluded when the customer, after being enabled by the Provider, creates a workspace and confirms the plan, or when the Provider confirms the customer’s order in text form.
  3. On conclusion of the contract the customer names at least one natural person as administrative contact (‘Owner’). The customer creates further users itself; it is responsible for their selection and permissions.
  4. The customer may set up access for its own clients (‘client access’) and for freelancers. These persons do not become contracting parties of the Provider. The customer ensures that these persons comply with the rules of use applicable to them and is liable for their actions as for its own.
  5. User accounts are personal. Passing access credentials on to further persons is not permitted.

§ 4 Trial Period and Early Access

  1. Trial period: The Provider may grant a free trial period of 30 days without payment details. It ends automatically and converts into a paid subscription only if the customer expressly declares so.
  2. Early access: Customers expressly admitted by the Provider as early-access customers use the Software free of charge until the billing functions are made productively available, and thereafter receive the conditions of the ‘Studio’ plan for twelve months. The Provider gives notice of the start of the payment obligation at least six weeks in advance in text form; the customer may terminate without notice period up to that start.
  3. The following applies to the free use under paragraphs 1 and 2: no availability is owed (§ 5 does not apply), functions may be changed or removed without prior notice, and the Provider’s liability is limited to intent and gross negligence; § 17 paragraph 1 remains unaffected. The customer is advised to back up productive data outside the Software during this phase as well (§ 11 paragraph 2).
  4. Any migration of existing data by the Provider is rendered as a free ancillary service. In this respect the Provider does not owe any particular result, but is liable in accordance with § 17.

§ 5 Availability, Maintenance, Further Development

  1. The Provider owes an availability of the Software of 99 % on a monthly average, measured at the handover point (the exit of the data centre).
  2. The following do not count as downtime: announced maintenance windows (paragraph 3), periods of force majeure, outages within the customer’s sphere of responsibility or that of its upstream suppliers, and internet disruptions outside the Provider’s sphere of influence.
  3. Where possible, the Provider carries out maintenance outside Monday to Friday, 08:00–18:00 (CET/CEST). It announces plannable work with an expected interruption at least 48 hours in advance in text form or within the Software. It may carry out urgent security-related measures at any time and without prior notice.
  4. The Provider may develop the Software further and in doing so change or replace individual functions, provided the contractual benefit is not materially impaired. If a material function of the booked plan is discontinued, the Provider gives notice six weeks in advance in text form; the customer may terminate with effect from the date of the change.
  5. More extensive service levels, in particular response and restoration times, apply only where separately agreed.

§ 6 Support

  1. The Provider offers support in German and English by email to the address stated in the Software.
  2. Scope and response times follow the booked plan as set out in the service description. Where no response time is stated there, requests are handled without a guaranteed deadline.
  3. Support covers remedying faults in the Software, not training users, adapting the Software to the customer’s individual wishes, or assistance with third-party products.

§ 7 Fees, Seats, Billing

  1. Fees are determined by the price list valid at the time the contract is concluded. All prices are net in euros plus statutory value added tax at the applicable rate.
  2. Billing is per person who can record time in the Software (a ‘billing person’). Access for the customer’s own clients (‘client access’) is free of charge and included in unlimited numbers.
  3. The number of seats follows actual use: if a billing person is added during the current billing period, that person is charged pro rata from the day of activation. If a person is deactivated, charging ceases from the following day.
  4. Plan changes: a change to a higher plan takes effect immediately and is charged pro rata. A change to a lower plan takes effect at the end of the current billing period.
  5. Fees are due monthly in advance for monthly payment and annually in advance for annual payment. Invoices are issued electronically in text form; the customer consents to electronic invoicing.
  6. The invoice amount is due without deduction within 14 days of the invoice date. In the event of default in payment, the statutory provisions apply (§ 288 paragraphs 2 and 5 BGB).
  7. The customer may set off only against undisputed or legally established claims. It has a right of retention only in respect of claims arising from the same contractual relationship.

§ 8 Price Adjustment

  1. The Provider may adjust prices at the earliest twelve months after the start of the contract and thereafter no more than once per calendar year, in order to offset changes in its costs (in particular personnel, hosting and licence costs).
  2. It notifies the customer of the adjustment at least six weeks before it takes effect, in text form.
  3. If the price increases by more than 5 % compared with the previous price, the customer may terminate the contract, up until the increase takes effect, with effect from the date it takes effect. The Provider points out this right in the notification. If the customer does not terminate, the adjustment is deemed accepted; the Provider draws separate attention to this in the notification.
  4. For periods already paid in advance, the price paid continues to apply unchanged. Price commitments under § 4 paragraph 2 remain unaffected.

§ 9 Rights of Use

  1. For the term of the contract the customer receives the non-exclusive, non-transferable, non-sublicensable right to use the Software over the internet as intended for its own business purposes, including use by the persons authorised under § 3 paragraph 4.
  2. There is no claim to the release of the source code or to installation on the customer’s own infrastructure.
  3. The customer may not reproduce, modify or decompile the Software (§ 69e UrhG remains unaffected), make it available to third parties for use whether for payment or free of charge, or query it automatically to an extent that impairs proper operation. Use of documented interfaces and agent tokens within the intended scope remains expressly permitted.
  4. The Provider may evaluate usage data in aggregated and anonymised form in order to improve the Software. Any inference about the customer, its clients or individual persons is thereby excluded.

§ 10 Customer Duties

  1. The customer secures its access credentials against access by third parties and notifies the Provider without undue delay of any suspicion of misuse.
  2. The customer ensures that the content entered by it and its users does not infringe the rights of third parties and does not violate applicable law. In particular, it is responsible for being entitled to enter personal data of its clients and staff.
  3. The customer decides on its own responsibility which content it makes visible to its clients through the Software. The Provider does not review content.
  4. The customer indemnifies the Provider against claims by third parties based on unlawful use of the Software by the customer or its users, including reasonable costs of legal defence. This does not apply where the customer is not responsible for the infringement.
  5. The customer cooperates in remedying faults to a reasonable extent, in particular by describing errors comprehensibly.

§ 11 Customer Data, Export, Deletion

  1. The data entered by the customer and its users remain the customer’s data. The Provider acquires no rights in them beyond what is necessary to perform the contract.
  2. The Provider creates backups in accordance with the state of the art. This does not release the customer from its duty to back up data material to it outside the Software as well.
  3. The customer may export its data at any time in a common, machine-readable format. No fee is charged for the export. As long as an export function is not available in the Software, the Provider provides the export on request in text form within ten working days.
  4. After the end of the contract the Provider keeps the data available for retrieval for 30 days and then deletes it completely, unless a statutory retention obligation applies. It gives notice in text form of the approaching expiry.
  5. Persons removed from a workspace are deactivated, not deleted; their name remains attached to the entries they created. The customer is responsible towards these persons for compliance with data protection law.

§ 12 Data Protection

  1. Where the Provider processes personal data on behalf of the customer in providing the services, the parties conclude a data processing agreement under Art. 28 GDPR before the first processing. It forms part of this contract and prevails over these Terms in the event of conflict.
  2. The customer is the controller within the meaning of Art. 4 no. 7 GDPR, in particular for the lawfulness of the processing of the data of its clients, staff and freelancers.
  3. Processing takes place exclusively in data centres within the European Union. The use of sub-processors is governed by the data processing agreement.
  4. The privacy policy applies to the processing of personal data in connection with the website and pre-contractual communication.

§ 13 Confidentiality

  1. The parties treat the other party’s confidential information as confidential and use it only to perform the contract. The obligation continues for the term of the contract and for three years thereafter.
  2. Confidential information includes in particular the contents of the workspace, the details of the customer’s clients, hourly rates and margins, and technical information about the Software.
  3. Excluded is information that is publicly known, was already known to the receiving party, or must be disclosed on the basis of a statutory obligation or an official order; in the latter case the obliged party informs the other in advance, to the extent permitted.

§ 14 Term and Termination

  1. The contract begins when the workspace is enabled.
  2. With monthly payment the contract runs for one month and is extended by one further month at a time unless terminated with two weeks’ notice to the end of the billing period.
  3. With annual payment the contract runs for twelve months and is extended by twelve months at a time unless terminated with one month’s notice to the end of the term.
  4. Termination requires text form (email is sufficient) or is effected through the function provided for it in the Software.
  5. The right to extraordinary termination for cause remains unaffected. Cause exists for the Provider in particular where the customer is in default with payment of at least two monthly amounts or, despite a warning, materially breaches § 9 or § 10.

§ 15 Suspension

  1. The Provider may temporarily suspend access where there is a concrete suspicion of unlawful use, of a threat to the security of the system, or of misuse of access credentials.
  2. The suspension is limited to what is necessary. The Provider informs the customer without undue delay and lifts the suspension as soon as the reason has ceased to apply.
  3. The obligation to pay continues where the customer is responsible for the suspension.

§ 16 Warranty

  1. Lease law (§§ 535 et seq. BGB) applies, subject to the following provisions.
  2. The Provider’s no-fault liability for defects present at the conclusion of the contract under § 536a paragraph 1 alternative 1 BGB is excluded.
  3. There is no defect where the impairment of fitness for use is insignificant, where disruptions originate in the customer’s sphere of responsibility, or where errors are based on use contrary to the contract.
  4. The customer reports defects in text form without undue delay after discovery and describes them comprehensibly.
  5. § 536b BGB (the lessee’s knowledge of the defect) remains unaffected.

§ 17 Liability

  1. The Provider is liable without limitation for intent and gross negligence, for damage arising from injury to life, body or health, under the provisions of the German Product Liability Act, to the extent of a guarantee it has assumed, and for fraudulent concealment of a defect.
  2. In cases of simple negligence the Provider is liable only for breach of a material contractual obligation, that is, an obligation whose fulfilment makes the proper performance of the contract possible in the first place and on whose observance the customer may regularly rely. In such cases liability is limited to the typical, foreseeable damage, but at most to the net fees paid by the customer in the twelve months before the damaging event.
  3. For the loss of data the Provider is liable in cases of simple negligence only up to the amount that would have been incurred for restoration had the customer backed up its data properly and regularly (§ 11 paragraph 2).
  4. Any further liability of the Provider is excluded. The limitations of liability also apply in favour of the Provider’s legal representatives, vicarious agents and sub-processors.
  5. § 4 paragraph 3 applies to free use.

§ 18 Changes to These Terms

  1. The Provider may change these Terms where this is necessary to adapt to changed statutory requirements or supreme court rulings, to changed technical conditions, or to close gaps in the provisions, and where the customer is not thereby unreasonably disadvantaged.
  2. The Provider notifies changes at least six weeks before they take effect, in text form; the notification highlights the amended provisions.
  3. If the customer does not object in text form before the changes take effect, they are deemed accepted. The Provider draws separate attention in the notification to the right to object, the deadline and the consequences of silence.
  4. If the customer objects, the contract continues on the previous terms. In that case the Provider may terminate the contract by ordinary notice at the earliest possible date.
  5. Material changes to the scope of services are governed by § 5 paragraph 4, price changes by § 8.

§ 19 Sub-processors, Assignment

  1. The Provider may engage sub-processors to render the services. Its responsibility towards the customer remains unaffected; § 12 paragraph 3 applies to their use in processing personal data.
  2. The customer may transfer rights and obligations under this contract only with the Provider’s prior consent in text form. Consent may not be refused without objective reason; in the case of universal succession it is deemed granted.

§ 20 Reference

  1. The Provider may name the customer’s name and logo as a reference only with prior consent in text form. Consent may be withdrawn at any time with effect for the future.

§ 21 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 from 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. The Provider may also sue the customer at the customer’s general place of jurisdiction.
  3. The place of performance is Berlin.
  4. Amendments and supplements to this contract require text form. This also applies to the waiver of this text-form requirement. Individual agreements between the parties prevail in every case.
  5. Should a provision of this contract be or become invalid, the validity of the remaining provisions remains unaffected. The statutory provisions take the place of the invalid provision.

Note: only the German version of these terms and conditions is legally binding.

We answer questions about these terms at mail@code8.dev.