Terms of Service

1. Overview

Quemsi GmbH ("Quemsi", "we", "us" or "our") provides a privacy-first platform for managing database backup and restore flows through locally deployed agents. These Terms form a binding agreement between Quemsi and the entity or individual ("Customer", "you") who creates a Quemsi account, installs Quemsi agents, or otherwise uses the service.

2. Accounts & eligibility

• You must be at least 18 years old and have the legal authority to bind your organisation to these Terms.
• You are responsible for safeguarding credentials and ensuring only authorised users access your workspace.
• We may suspend or terminate accounts that violate these Terms, pose a security risk, or cause service disruption.

3. Services & subscriptions

a. Scope

Quemsi provides:

• The hosted web console and API for configuring, scheduling, and monitoring flows.
• Agent software that you install inside your own infrastructure to execute backup and restore operations.
• Support and optional professional services as described on the order form or plan.

b. Plans

Free plans are offered "as is" without service credits. Paid subscriptions renew automatically for successive terms unless cancelled in writing at least 30 days before renewal. Pricing and service limits are described in the applicable plan documentation or order form.

4. Customer responsibilities

• Deploy, configure, and maintain Quemsi agents within your infrastructure, including patching and access controls.
• Provide accurate information and promptly update contact, billing, and subscription details.
• Ensure your usage complies with all applicable laws and internal policies (e.g., data protection, export control).
• Maintain appropriate backups and disaster recovery for your systems. Quemsi does not guarantee data recovery.
• Notify us promptly of any unauthorised access or security incidents related to your account.

5. Acceptable use

You agree not to:

• Misuse the platform, including attempting to access unauthorised areas or probe the service for vulnerabilities.
• Upload unlawful, harmful, or infringing content.
• Use the service to store or transmit personal data beyond account and metadata fields, or to process classified or prohibited information.
• Resell or provide the service to third parties unless expressly permitted by Quemsi.
• Interfere with the availability or performance of Quemsi for other users.

6. Fees & payment

• Unless otherwise stated, fees are billed in advance and non-refundable once the subscription term begins.
• Charges exclude taxes, duties, and levies. You are responsible for applicable taxes except those based on Quemsi’s income.
• Late payments may incur interest at 1.5% per month (or the maximum permitted by law). We may suspend service for overdue invoices.

7. Intellectual property & licences

• Quemsi retains all rights to the platform, agents, documentation, and related intellectual property. No ownership is transferred to you.
• We grant you a limited, non-exclusive, non-transferable licence to access the hosted service and use the agent software solely for your internal business purposes during your subscription term.
• You grant Quemsi a limited licence to process workspace metadata and support communications as needed to provide the service.
• Feedback is welcome. By submitting it, you grant Quemsi a perpetual, royalty-free licence to use and incorporate it without restriction.

8. Confidentiality & security

Both parties agree to protect non-public information received from the other with at least the same care they use to protect their own confidential information. Access is limited to personnel and contractors who need to know and are bound by confidentiality obligations.

Quemsi will implement administrative, technical, and physical safeguards designed to protect metadata stored in our systems. You are responsible for securing your infrastructure, credentials, agents, and database contents.

9. Service levels & support

Paid subscriptions include standard support during business hours (Central European Time). Additional service levels, response times, or professional services may be documented in a separate order form or statement of work.

Downtime credits or remedies, if any, will be described in the applicable plan. Credits are your sole remedy for service availability issues.

10. Warranties & disclaimers

• Quemsi warrants that it will provide the service using reasonable skill and care and consistent with industry standards.
• Except as stated, the service is provided "as is" and "as available". We disclaim all other warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• We do not warrant that the service will be uninterrupted, error-free, or immune from unauthorised access. You acknowledge inherent risks in internet-based services.

11. Indemnity

a. Quemsi

Quemsi will defend and indemnify you against third-party claims alleging that the hosted service infringes intellectual property rights, provided you promptly notify us, allow us to control the defence, and cooperate with us. If the service becomes subject to such a claim, we may procure the right to continue using it, modify the service, or terminate access with a pro-rata refund.

b. Customer

You will defend and indemnify Quemsi against claims arising from your breach of these Terms, misuse of the service, or violation of applicable law.

12. Limitation of liability

• Each party’s total liability arising out of or related to these Terms is limited to the fees paid or payable by you to Quemsi in the 12 months preceding the claim.
• Neither party is liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits or data, even if advised of the possibility.
• These limitations do not apply to confidentiality breaches, indemnification obligations, or amounts owed for unpaid fees.

13. Suspension & termination

• Either party may terminate for material breach if the other fails to cure within 30 days of written notice. Immediate termination is permitted for violations of law, security threats, or non-payment of fees after 15 days.
• Upon termination, access to the service and agent updates ceases. You remain responsible for past due amounts. You may export metadata from the console before termination.
• Sections that by their nature should survive termination (including confidentiality, licence restrictions, warranties, limitations of liability, and indemnity) will remain in effect.

14. Governing law & disputes

These Terms are governed by the laws of Germany. Courts in Berlin, Germany have exclusive jurisdiction, except that either party may seek injunctive relief in any jurisdiction to protect confidentiality or intellectual property. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15. Updates to these Terms

We may update these Terms to reflect new features or legal requirements. If we make material changes, we will provide notice via email or through the service. Continued use after the effective date constitutes acceptance of the updated Terms. You may terminate the subscription if you do not agree to material changes by notifying us within 30 days of the notice.

16. Contact

Questions or legal notices may be sent to:

• Email: info@quemsi.com
• Postal mail: Quemsi GmbH, Leopoldstraße 24, 12305 Berlin, Germany