Terms and conditions

This English version is provided for convenience only. The German version (Allgemeine Geschäftsbedingungen) is the legally binding one. In case of any discrepancy, the German version prevails.

General terms and conditions of CoreGnition UG (haftungsbeschränkt), Munich, Germany, for the use of Ordyse

Section 1 Scope

(1) These terms apply to all contracts between CoreGnition UG (haftungsbeschränkt) (“Provider”) and its customers for the use of the Ordyse software and related services.

(2) Ordyse is offered exclusively to businesses (Unternehmer) within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.

(3) Any deviating terms of the customer apply only if the Provider expressly agrees to them in text form.

Section 2 Services

(1) Ordyse is software for analyzing and supporting business processes. It is provided as software as a service over the internet. At the customer's request, the customer may run Ordyse in its own environment.

(2) The scope of services is set out in the service description and price list valid at the time the contract is concluded:

• Platform: connection of ERP and inbox, process map, exceptions, questions in natural language, user and permission management.
• Apps: work areas that can be added individually, currently order resolution, invoice verification, receivables, delivery dates and complaints.
• Process assessment: a one-time analysis of the connected processes with a final report.

(3) Setting up the platform and connecting the agreed standard systems are included in the price.

(4) The Provider makes the software available with an average monthly availability of 99.5%. This excludes announced maintenance windows of up to 4 hours per month outside business hours and disruptions for which the Provider is not responsible.

(5) The customer receives support by email on business days from 8 a.m. to 6 p.m. (Central European Time).

(6) The Provider continues to develop Ordyse. It may change features as long as the agreed scope of services is maintained.

Section 3 Suggestions and approvals

(1) Ordyse detects deviations and suggests next steps, such as an email, an internal note or a posting in the ERP. Every step with external effect is carried out only after an authorized user of the customer approves it.

(2) Suggestions are based on the customer's data and on statistical methods. The customer reviews every suggestion before approving it. The customer is responsible for approved steps.

Section 4 Conclusion of contract and trial period

(1) The contract is concluded when the customer accepts an offer from the Provider or when the Provider confirms an order in text form.

(2) An agreed trial period is free of charge and ends automatically without the need for termination.

Section 5 Prices, payment and results guarantee

(1) The prices in the price list published at the time the contract is concluded apply. Prices depend on the customer's size tier. Currently:

Customers above the Group tier receive an individual offer.

(2) A transaction is a sales order, a purchase order, a complaint or a comparable business transaction that is newly recorded in Ordyse in a calendar month, including all related documents. An active user is anyone who edits, creates, changes or approves something in Ordyse at least once in a calendar month. Read-only users and accounts for the works council are unlimited and free of charge.

(3) The size tier is based on the average number of transactions over the last three calendar months and on the number of connected legal entities. If the customer exceeds its tier for two consecutive calendar months, the Provider announces the move to the next tier in text form at least one month in advance; the move takes effect on the first day of the following month. If the customer falls below its tier, the Provider moves the customer to the lower tier on the first day of the next month at the customer's request.

(4) The Provider bills active users above the number included in the tier monthly in arrears, based on the actual number in the past calendar month. The customer can see the current count at any time in Ordyse under “Team and roles”.

(5) All prices are exclusive of statutory value added tax (VAT).

(6) If the customer books a plan within 60 days after completion of the process assessment, the Provider credits the full price of the process assessment against the following monthly fees.

(7) The monthly plan is billed monthly in advance, the annual plan annually in advance. Invoices are payable within 14 days without deduction.

(8) If the monthly fees for the platform and booked apps exceed the Complete price for the respective tier, the Provider automatically charges the Complete price.

(9) If the final report of the process assessment does not show at least €25,000 of stuck cash, the Provider refunds the full price paid for the process assessment at the customer's request (results guarantee). Stuck cash is the sum of the net values of the transactions in the processes assessed that were delayed or unresolved because of a deviation during the review period, or still are on the cut-off date of the assessment, for example sales orders not released, delivered or invoiced, blocked supplier invoices and overdue receivables. A transaction is delayed if it takes longer than the usual lead time (median) of the same process. The review period is the twelve months before the process assessment starts, as far as the data provided goes back. Each transaction counts once and is documented individually in the final report with its document number, value and reason. What is guaranteed is the amount found and documented, not savings realized by the customer.

(10) The results guarantee requires that (a) the Provider and the customer define the processes and legal entities to be assessed in text form before the process assessment starts, (b) the customer provides the access and data agreed under Section 9 in full within ten business days after placing the order, with data covering at least the six months before the process assessment starts, and (c) the customer names a contact person who answers questions within three business days. If the customer does not meet one of these requirements, there is no claim under the results guarantee.

(11) The customer must make the request under paragraph 9 in text form within 30 days after the final report is delivered, which usually happens in the closing presentation. The Provider makes the refund within 14 days after receiving the request. The refund is limited to the price paid for the process assessment; there are no further claims under the results guarantee. The customer's statutory rights remain unaffected. With the refund, the credit under paragraph 6 no longer applies.

(12) Each plan includes the number of AI requests per calendar month stated in the price list. An AI request is a call to the language model made by Ordyse, for example for a question in plain language, the analysis of an email or a document, or a step of an AI agent. The customer can see the current status in Ordyse under “Team and roles” at any time. If the customer exceeds the allowance, all functions remain available and no additional charges arise without a separate agreement. If the customer exceeds it in two consecutive calendar months, either party may request a reasonable adjustment, such as an additional allowance or a move to the next plan. If no agreement is reached within one month, the Provider may run functions that the language model only supplements (analysis of emails and documents) on a rule-based basis until the end of the month; the Provider gives at least 14 days' notice of this in text form.

Section 6 Price guarantee

(1) Prices are fixed for 24 months from the start of the contract.

(2) After that, the Provider may adjust prices once per calendar year, by no more than 5% over the previous price. It announces each adjustment in text form at least two months in advance.

(3) The customer may terminate the contract effective as of the date the adjustment takes effect. The Provider points this out in the announcement.

Section 7 Term, termination, change of scope

(1) Monthly plan: The contract runs for an indefinite period. Either party may terminate it by the last day of a calendar month, effective at the end of the following month.

(2) Annual plan: The contract runs for twelve months. It does not renew automatically for another year but converts to the monthly plan unless the customer books a new annual plan.

(3) More scope: The customer may add apps at any time. The fee is charged pro rata from the day of activation.

(4) Less scope: On the monthly plan, the customer may remove apps at any time, effective on the first day of the next month. On the annual plan, a reduction takes effect at the end of the term. The data of removed apps is retained until the contract ends.

(5) The right to terminate for good cause remains unaffected.

(6) Termination must be in text form.

Section 8 Data export and switching providers

(1) The customer may export its data at any time, in the open OCEL 2.0 format and as CSV.

(2) The customer may request at any time to switch to another provider or to its own environment. The notice period for this is no more than two months. After that, the Provider supports the switch during a transition period of 30 days and continues to provide its services during this time. If the switch is technically not feasible within this period, the Provider informs the customer within 14 business days, gives the reasons and sets a transition period of no more than seven months. The customer may extend the transition period once.

(3) All data that the customer has provided or that has been generated through use can be transferred: events, business objects, exceptions, suggestions, approvals, settings and logs. The Provider's source code and internal models cannot be transferred.

(4) After the transition period, the customer can still retrieve its data for at least 30 days. After that, the Provider deletes all of the customer's data completely and confirms the deletion in writing on request.

(5) The Provider charges no fees for termination, switching or data export.

(6) If the customer does not book a plan after a process assessment, the Provider deletes the customer's connected data no later than 60 days after delivery of the final report and confirms the deletion in writing on request. The customer keeps the final report.

(7) The provisions of this Section implement Articles 23 to 31 of Regulation (EU) 2023/2854 (Data Act). Where those provisions go further, they take precedence.

Section 9 Customer's cooperation

(1) The customer provides the agreed access to its systems, names a contact person and assigns roles and permissions to its users.

(2) The customer keeps access credentials confidential and informs the Provider without delay if it suspects misuse.

(3) The customer is responsible for ensuring that it is permitted to process the data it connects to Ordyse. Where required, this includes involving the works council.

Section 10 Rights of use

(1) For the term of the contract, the customer receives the non-exclusive, non-transferable right to use Ordyse for its own business purposes. The number of users is not limited.

(2) The customer retains all rights to its data and to the results of the analysis.

(3) The Provider may evaluate usage data without reference to individuals or to the customer in order to improve Ordyse. It does not use the customer's data to train language models for other customers.

Section 11 Data protection and confidentiality

(1) Insofar as the Provider processes personal data on behalf of the customer, the parties conclude a data processing agreement under Art. 28 GDPR. It forms part of this contract.

(2) Both parties treat the other party's confidential information as confidential, including for five years after the contract ends.

Section 12 Defects

(1) The Provider remedies defects in the software within a reasonable period. The customer reports defects in text form with a comprehensible description.

(2) Strict liability for defects that already existed when the contract was concluded (Section 536a(1) BGB) is excluded.

Section 13 Liability

(1) The Provider is liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act and to the extent of any guarantee it has given.

(2) In cases of slight negligence, the Provider is liable only if it breaches a material contractual obligation. Material obligations are those whose fulfillment 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 this type of contract.

(3) For loss of data, the Provider is liable only up to the effort that would have been required to restore the data had regular backups been made.

(4) These provisions also apply to the Provider's employees, representatives and vicarious agents.

Section 14 Changes to these terms

(1) The Provider may change these terms with effect for the future if there is a valid reason, in particular a change in the law, case law or regulatory requirements, technical developments or new features, and provided the change does not unreasonably disadvantage the customer. This does not apply to the main performance obligations, the balance between performance and consideration, or prices; prices change exclusively in accordance with Section 6.

(2) The Provider announces changes in text form at least two months before they take effect and sets out the changed provisions alongside the previous ones. If the customer does not object before the changes take effect, they are deemed accepted. The Provider points out this consequence in the announcement. If the customer objects, the previous terms continue to apply; either party may then terminate the contract effective as of the date the changes would have taken effect.

Section 15 Final provisions

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

(2) The place of jurisdiction for all disputes arising from this contract is Munich, Germany.

(3) Should any provision be invalid, the remainder of the contract remains valid.

Last updated: October 22, 2026