Terms of Service
Version: 1.0.1
Last updated: June 4, 2026
Terms of Service (ToS) of Qontext GmbH
1. At a Glance
This is your main contract with Qontext. You pick a plan with a fixed platform fee and a monthly included token allowance. If you run out, usage continues at a metered overage rate. Monthly plans: platform fee billed at the start of each billing period, overage billed on the next regular invoice. Annual plans: platform fee prepaid for the year, overage billed monthly in arrears. Included tokens reset monthly with no rollover on monthly plans; on annual plans, unused included tokens roll over for one additional month. You can upgrade anytime; the new rate applies going forward and we credit this month's overage toward the upgrade, up to the upgrade fee. You own your data. We use external AI providers to process it - none of them train on your data, and neither do we. Liability is capped at twelve (12) months of fees paid. Either party can end a monthly contract with seven (7) days' notice, or an annual contract with one (1) month's notice before the renewal date.
Definitions
"AI Processing" means the use of machine learning models by Qontext to extract, structure, enrich, and transform Customer Source Data into Context Data.
"AI Providers" means the third-party providers whose AI models Qontext uses to perform AI Processing.
"Clients" means integrations such as APIs and MCPs through which Customer can access the Platform, i.e. for file management or retrieval.
"Confidential Information" means any information disclosed by one party to the other that a reasonable person would consider confidential given its nature and the circumstances of disclosure. It excludes information that is publicly known through no breach of the receiving party, was already known to the receiving party, was independently developed, or must be disclosed by law or court order.
"Connectors" means pre-built or custom integrations through which the Platform connects to third-party systems to retrieve Customer Source Data.
"Context Data" means the structured, enriched, and ranked information the Platform derives from Customer Source Data via AI Processing and makes available to Customer.
"Customer Content" means all data, files, and other materials Customer provides to or causes to be ingested into the Platform, including Customer Source Data.
"Customer Source Data" means data retrieved from third-party systems via Connectors or provided directly by Customer.
"Documentation" means the technical documentation and product description Qontext makes available at qontext.ai or otherwise provides to Customer.
"DPA" means the data processing agreement concluded between the parties pursuant to Art. 28 GDPR (available in the Trust Center).
"Force Majeure Event" means any event beyond a party's reasonable control, including natural disasters, war, epidemics, governmental action, or infrastructure failures.
"Included Token Allowance" means the number of Included Tokens included in Customer's Subscription Plan per Monthly Cycle.
"Included Tokens" means the Tokens made available to Customer within the Included Token Allowance for a given Monthly Cycle, including Tokens rolled over from a prior Monthly Cycle.
"Monthly Cycle" means the recurring one-month period beginning on the signup date and recurring on the same day each calendar month thereafter.
"Order" means an order form or online checkout confirmation specifying Customer’s Subscription Plan and applicable pricing.
"Overage Rate" means the per-Token price, set out in the Order or pricing documentation, charged for usage beyond the Included Token Allowance. The Overage Rate is plan-specific and higher than the effective rate of Included Tokens.
"Platform" means Qontext's context management software-as-a-service solution, including all software, APIs, Clients, AI Processing pipelines, and related services.
"Subscription Plan" means the pricing tier Customer selects, which includes a fixed platform fee, a defined feature set, an Included Token Allowance per Monthly Cycle, and a plan-specific Overage Rate. Available plans and their parameters are set out in the pricing documentation or Order.
"Subscription Term" means the initial term specified in the Order and any renewal periods.
"Token" means the unit of consumption used to measure Platform use. Tokens are consumed across three activities: (a) Ingestion: processing Customer Source Data into Context Data; (b) Retrieval: serving Context Data via API, MCP, or other Clients; and (c) Storage: storing Context Data. Rates are set out in the Order or pricing documentation.
"Users" means employees, agents, and contractors of Customer authorized to access the Platform on Customer's behalf.
2. Scope
2.1 The provider of these services is Qontext GmbH, Almstadtstraße 9-11, 10119 Berlin, Germany ("Qontext").
2.2 These Terms of Service ("ToS") govern Customer's use of the Platform. Individual agreements take precedence over these ToS in the event of conflict. Customer's own general terms and conditions do not apply, even if Qontext does not expressly object to them.
2.3 The Platform is intended exclusively for businesses. Consumers within the meaning of § 13 BGB are excluded.
3. The Platform
3.1 Core functions. The Platform enables companies to centrally manage context from their internal systems and make it available via API for AI-powered workflows and applications. It does this through:
(i) Data Connectivity: retrieving Customer Source Data from third-party systems via pre-built or custom Connectors;
(ii) AI Processing: using machine learning models to extract, structure, enrich, and rank data and generate Context Data; and
(iii) Context Provisioning: making Context Data available via API, MCP, or other Clients for use in Customer's AI processes, agents, and automations.
3.2 AI Processing Pipeline. Qontext may route Customer Source Data to authorized AI Providers and infrastructure providers to provide the Platform and perform AI Processing on Customer’s behalf. Qontext ensures by contract that AI Providers are prohibited from using Customer Content to train or improve generalized models. The AI Providers in use, applicable hosting regions, and related data handling information are listed in the Trust Center. Qontext will provide advance notice of material changes to subprocessors or data transfer practices in accordance with the DPA.
3.3 Limitations. Context Data supports Customer's AI processes but does not replace Customer's own assessment of its accuracy and fitness for purpose. Customer is solely responsible for how it uses Context Data, including toward end customers. Third-party systems integrated via Connectors are operated by their respective providers under their own terms; Qontext has no control over their availability and is not liable for their disruptions.
4. Account and Security
4.1 Use of the Platform requires registration. Customer must ensure all account information is accurate and kept up to date.
4.2 Customer must keep access credentials confidential and is responsible for all activity under its account. Users authorized by Customer are not considered third parties. Customer must notify Qontext within seventy-two (72) hours of becoming aware of any unauthorized access.
4.3 Qontext may disable or reset access credentials at any time if it determines this is necessary to protect the security or integrity of the Platform or any user account, including in cases of suspected compromise, misuse, or breach of these ToS. Qontext will notify Customer promptly where practicable.
5. Rights of Use
5.1 Qontext grants Customer a limited, non-exclusive, non-transferable, revocable right to use the Platform during the Subscription Term for Customer's own internal business purposes. The right expires on termination or expiration of the contract.
5.2 Customer may not: (a) sublicense, resell, or transfer Platform access to third parties; (b) use the Platform to build a competing product with substantially similar functionality; (c) reverse engineer or decompile the Platform; (d) circumvent security or technical protection measures; (e) conduct penetration testing without Qontext's prior written consent; (f) activate features not included in Customer's plan; or (g) remove proprietary notices.
6. Customer Obligations
6.1 Customer is responsible for the accuracy, completeness, and lawfulness of all Customer Content and for ensuring its Platform use complies with applicable law and does not infringe third-party rights.
6.2 Customer must obtain all rights and authorizations necessary to connect its systems to the Platform and to allow Qontext and AI Providers to process Customer Source Data as described in these ToS and our Trust Center.
6.3 Customer must not transmit content that is unlawful, infringes third-party rights, or contains malware or malicious code. Customer may not use the Platform for applications classified as prohibited or high-risk under the EU AI Act (Regulation (EU) 2024/1689) or for uses where failure could cause death or serious harm.
6.4 Prohibited Data Categories. Customer shall not ingest data of the following categories:
(i) health, medical, or patient records;
(ii) biometric or genetic data;
(iii) payment card data or unencrypted banking credentials;
(iv) special-category personal data under GDPR Article 9;
(v) data of individuals under thirteen (13) years of age;
(vi) data subject to HIPAA, financial services regulations, or other industry-specific regimes without prior written authorization; or
(vii) sexually explicit content.
Qontext may immediately suspend access and delete prohibited data without liability.
6.5 Customer shall indemnify Qontext against third-party claims (including reasonable legal costs) arising from Customer Content that violates applicable law or third-party rights, or from Customer's use of Context Data in its own AI processes. This obligation does not apply where the claim is caused by Qontext's willful misconduct or gross negligence.
7. Availability and Support
7.1 For paid plans, Qontext targets monthly Platform availability of 99%. Unavailability excludes downtime caused by scheduled maintenance, Force Majeure Events, third-party system or AI Provider outages, Customer's misconfiguration, or other factors outside Qontext's reasonable control. No availability commitment applies to free or trial tiers.
7.2 Qontext will announce planned maintenance at least seven (7) days in advance and schedule it outside regular business hours where possible.
7.3 Customer must report defects without undue delay with sufficient detail to allow reproduction. For paid plans, Qontext will acknowledge critical defects within one (1) business day and remediate by repair, update, or workaround at its discretion. Strict liability for initial defects under Sec. 536a(1) Alt. 1 BGB is excluded.
8. Subscription, Fees, and Payment
8.1 Trial Period. Qontext may offer a time-limited trial period with limited functionality. The duration and scope are communicated at onboarding. During the trial, the Platform is provided "as is" without warranties, service level commitments, or support obligations. Unless Customer terminates before the trial ends, use transitions automatically to paid operation under the applicable plan and pricing. Qontext will provide Customer with a reminder ahead of the end of the trial period.
8.2 Subscription Plans. Each Subscription Plan includes a fixed platform fee, an Included Token Allowance per Monthly Cycle, and a plan-specific Overage Rate. Customer selects a plan at signup or via the account management interface. Billing periods begin on the date of signup and recur monthly for monthly plans or annually for annual plans.
8.3 Included tokens. Included Tokens are allocated per Monthly Cycle.
(i) Monthly plans: Included Tokens reset at the start of each Monthly Cycle and do not roll over.
(ii) Annual plans: the platform fee is prepaid for the year, and Included Tokens are allocated monthly. Included Tokens unused at the end of a Monthly Cycle roll over for one additional cycle and then expire. Included Tokens unused at the end of the final Monthly Cycle of the annual term may roll into the first cycle of the renewal term only if the contract renews.
8.4 Overage. Once the Included Token Allowance for a Monthly Cycle is exhausted, usage continues on a metered basis at the Overage Rate. Customer pays only for actual metered usage.
8.5 Notifications. Qontext will notify designated admins at 50%, 80%, 95%, and 100% of the Included Token Allowance. Notifications are delivered through the Platform and via email to designated admin contacts.
8.6 Billing and invoicing.
(i) Monthly plans: the platform fee is invoiced at the start of each billing period. Metered overage incurred during a billing period is invoiced on the next regular invoice, together with the platform fee for the following billing period.
(ii) Annual plans: the annual platform fee is prepaid and invoiced upfront at the start of each annual term. Metered overage is invoiced monthly.
(iii) Invoice line items must clearly identify the service period and billing basis.
(iv) All invoices are due within fourteen (14) days of the invoice date. All fees are exclusive of VAT and applicable taxes, which Customer bears. If undisputed invoices are not paid on time, Qontext may suspend access after thirty (30) days' written notice.
8.7 Disputes and set-off. Customer may withhold disputed amounts, provided it pays undisputed amounts on time and notifies Qontext in writing before the due date. Customer may only set off undisputed or finally adjudicated counterclaims.
8.8 Pricing changes. Qontext may adjust Subscription Plan fees or Overage Rates for a renewal term with at least thirty (30) days written notice before the end of the applicable notice period for termination.
8.9 Plan changes.
(i) Upgrades. Customer may upgrade to a higher Subscription Plan at any time. The upgrade takes effect immediately. For the remainder of the then-current Monthly Cycle, the higher Subscription Plan applies. The Included Token Allowance for that Monthly Cycle is reduced by all Tokens already consumed in that Monthly Cycle, including Tokens consumed under any prior Included Token Allowance and any metered overage. Any amounts already billed or paid by Customer in that Monthly Cycle under the prior Subscription Plan, including any metered overage, are credited against the fees due for the higher Subscription Plan for that Monthly Cycle, up to the amount of such fees. Any excess credit is not refunded or carried forward. The upgrade does not restart or extend the Monthly Cycle.
(ii) Downgrades. Customer may downgrade to a lower Subscription Plan effective at the start of the next Monthly Cycle. For annual plans, Customer must request the downgrade at least thirty (30) days before renewal, and the downgrade takes effect on renewal.
9. Intellectual Property and Data
9.1 Qontext IP. The Platform, including all software, APIs, algorithms, AI Processing pipelines, and documentation, remains the exclusive property of Qontext and its licensors. No rights are granted to Customer beyond those in Section 5.
9.2 Customer IP. Customer retains all rights in Customer Content. Customer grants Qontext a limited license to access, process, store, and transmit Customer Content, including routing it through AI Providers as described in the DPA and the Trust Center, solely to provide the Platform.
9.3 No AI training; no data sale. Qontext will not use Customer Content to train or improve any AI or machine learning models and will not sell Customer Content to third parties. Equivalent obligations are imposed on all AI Providers, as detailed in the DPA and the Trust Center.
9.4 Aggregated data. Qontext may use anonymized, aggregated telemetry that does not identify Customer or its Users to operate and improve the Platform.
9.5 Feedback. Customer grants Qontext a worldwide, royalty-free, irrevocable, perpetual license to use any suggestions or feedback Customer provides about the Platform.
10. Data Protection
10.1 Customer Content and Context Data remains Customer's property at all times. Qontext processes it in accordance with these ToS, the DPA, and Qontext's Privacy Policy.
10.2 Where Qontext processes personal data on behalf of Customer, the parties shall conclude a DPA under Art. 28 GDPR. Unless otherwise specified, the DPA is automatically concluded upon contract formation and incorporated into these ToS.
10.3 Qontext implements and maintains appropriate technical and organizational measures to protect Customer Content against unauthorized access or loss. Within thirty (30) days of contract termination, Qontext will delete Customer Content unless retention is required by law.
11. Confidentiality
11.1 Each party will hold the other's Confidential Information in strict confidence, use it only to perform under these ToS, and apply at least the same care it uses for its own confidential information, but no less than a reasonable standard of care.
11.2 Each party may disclose Confidential Information only to employees, contractors, and advisors who need to know and are bound by equivalent obligations, or as required by law (with prior notice to the other party where permitted).
11.3 Upon request, each party will return or destroy the other's Confidential Information, unless required by law to retain it.
12. Warranty
12.1 Qontext warrants that during the Subscription Term the Platform will substantially conform to the Documentation when used as intended. Qontext does not warrant the accuracy of Context Data derived from third-party systems or generated by AI Processing, the results of Customer's AI processes, or the Platform's fitness for any particular purpose.
12.2 If the Platform materially fails to conform to the Documentation, Customer's exclusive remedy is for Qontext to correct the nonconformity within a reasonable period after written notice. If correction is not possible, Customer may terminate the affected subscription and receive a pro-rated refund of prepaid fees. Except as stated here, the Platform is provided "as is." Strict liability for initial defects under Sec. 536a(1) Alt. 1 BGB is excluded.
13. Liability
13.1 Qontext is liable without limitation for: (i) willful misconduct and gross negligence; (ii) damages arising from injury to life, body, or health; (iii) assumed guarantees; and (iv) claims under the Product Liability Act (Produkthaftungsgesetz) and any other liability that cannot be excluded by mandatory law.
13.2 For breaches of material contractual obligations that Customer regularly relies upon (cardinal obligations) caused by simple negligence, liability is limited to the foreseeable, contract-typical damage.
13.3 Qontext's total aggregate liability for all claims not covered by Section 13.1 shall not exceed the fees Customer paid to Qontext in the twelve (12) months preceding the event giving rise to the claim. Neither party is liable for indirect, consequential, or special damages, including lost profits or lost business opportunity, even if advised of their possibility.
13.4 Qontext is not liable for disruptions caused by third-party systems or AI Providers. To the extent Qontext holds claims against an AI Provider for damages suffered by Customer, Qontext will assign those claims to Customer upon request, subject to the provider's contractual terms.
13.5 Claims for damages against Qontext are time-barred one (1) year after the claimant becomes aware of the basis for the claim, and no later than five (5) years after the event. This limitation period does not apply to claims under Section 13.1. Force Majeure Events excuse performance delay for both parties; the affected party will promptly notify the other and resume performance as soon as practicable.
14. Suspension
Qontext may suspend Customer's Platform access if there are concrete indications of a breach of these ToS or applicable law, or where necessary to protect Platform security or integrity. Qontext will notify Customer promptly, limit the suspension to what is necessary, and restore access once the issue is resolved. Suspension does not relieve Customer of payment obligations.
15. Term and Termination
15.1 The contract starts on the date in the Order and renews automatically:
(i) for monthly contracts, for one (1) additional month at a time, unless either party gives at least seven (7) days' written notice before the end of the current term; and
(ii) for annual contracts, for one (1) additional year at a time, unless either party gives at least one (1) month's written notice before the end of the current term.
15.2 Either party may terminate for cause with immediate effect if the other party commits a material breach and fails to cure it within thirty (30) days of written notice, becomes insolvent, or repeatedly breaches material obligations despite written notice.
15.3 On termination or expiration, Customer's Platform access ceases, any unused Included Tokens expire without refund, any accrued but unbilled metered overage is invoiced on a final invoice, and Qontext deletes Customer Content and Context Data within thirty (30) days. All provisions that by their nature should survive termination will do so, including indemnification, intellectual property, data protection, confidentiality, liability, and general terms.
15.4 Termination notices must be in text form.
16. General
16.1 Governing law and jurisdiction. These ToS are governed by the laws of Germany, excluding the CISG. The exclusive place of jurisdiction is Berlin. Qontext is entitled to also bring claims at Customer's general place of jurisdiction.
16.2 Changes to these ToS. Qontext may amend these ToS for legitimate technical or legal reasons with at least thirty (30) days' written notice. Changes to core pricing, billing mechanics, or service obligations require Customer's express consent. If Customer does not object within thirty (30) days of notification, the remaining changes are deemed accepted. If Customer objects, Qontext may terminate the contract with thirty (30) days' notice, provided this right was indicated in the change notification.
16.3 Assignment. Customer may not assign these ToS without Qontext's prior written consent. Qontext may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all its assets, on notice to Customer.
16.4 Reference customer. With Customer's prior consent, Qontext may use Customer's name and logo in its marketing materials. Customer may revoke consent at any time.
16.5 Subcontractors. Qontext may engage subcontractors, including AI Providers, and remains responsible for their performance. Subcontractors processing personal data are governed by the DPA.
16.6 Miscellaneous. These ToS, together with the Order and DPA, form the entire agreement between the parties and supersede all prior agreements on this subject matter. If any provision is invalid, the remaining provisions stay in force. No failure to exercise a right constitutes a waiver. The contract language is English; any German translation is for information only.