Terms & Conditions

1. Scope & Provider

These General Terms and Conditions ("Terms") govern all contractual relationships between OpScale GmbH ("OpScale", "we", "us") and its clients ("Client") for the provision of managed back-office services.

By signing a service agreement or order form referencing these Terms, the Client accepts them in full. Any deviating, conflicting, or supplementary terms of the Client shall not apply unless explicitly agreed in writing by OpScale.

2. Services

OpScale provides managed back-office services as described in the respective service agreement or order form. Services may include but are not limited to: invoice and expense processing, document handling and routing, back-office email processing, internal workflow automation, and exception handling.

The specific scope, volume limits, and deliverables applicable to each Client are defined in the signed order form. OpScale reserves the right to adjust its service portfolio at any time, provided that existing Clients are notified with reasonable advance notice.

OpScale delivers services using a combination of AI-powered automation and employed human staff. The exact delivery methodology is at OpScale's discretion, provided that agreed output standards and turnaround times are met.

3. Onboarding

The commencement of services is subject to a one-time onboarding process. The onboarding fee is due upon signing of the order form and is non-refundable once onboarding has commenced.

The Client agrees to provide all information, access, and documentation reasonably required by OpScale to complete onboarding. Delays caused by the Client's failure to provide required materials do not entitle the Client to a reduction in fees or extension of the contract term.

OpScale targets a go-live timeline of approximately three weeks from the date of the discovery call. This is an estimate and not a contractual guarantee.

4. Fees & Payment

All fees are stated in the order form and are exclusive of applicable VAT. Monthly service fees are invoiced at the beginning of each billing period and are due within 14 days of the invoice date.

The one-time onboarding fee is invoiced upon signing and is due within 7 days. Monthly fees begin from the agreed go-live date, regardless of whether the Client actively uses the services.

In the event of late payment, OpScale reserves the right to charge statutory default interest and, after written notice, to suspend service delivery until outstanding amounts are settled.

5. Contract Term & Termination

Service agreements have an initial minimum term of three (3) months from the go-live date. After the initial term, the agreement continues on a monthly rolling basis and may be terminated by either party with thirty (30) days' written notice to the end of a calendar month.

Annual plans are committed for twelve (12) months from go-live and may not be terminated early except in cases of material breach. Early termination of an annual plan entitles OpScale to invoice the remaining months of the committed term.

Either party may terminate the agreement immediately for cause, including but not limited to: material breach not remedied within 14 days of written notice, insolvency, or fraudulent conduct.

6. Client Obligations

The Client agrees to:

7. Confidentiality

Both parties agree to treat all non-public information received from the other party as confidential. This includes but is not limited to business processes, financial data, client lists, technical systems, and pricing structures.

Confidential information may only be disclosed to employees or contractors who need access for the purpose of fulfilling the service agreement, and only under equivalent confidentiality obligations. This obligation survives termination of the agreement for a period of three (3) years.

8. Data Protection

OpScale processes personal data on behalf of the Client in accordance with applicable data protection law, including the GDPR. Where OpScale acts as a data processor, the parties will enter into a Data Processing Agreement (DPA) as required by Art. 28 GDPR.

The Client warrants that it has a lawful basis for sharing any personal data with OpScale and that doing so complies with applicable data protection obligations. OpScale will process such data only for the purposes of service delivery.

Further details are set out in our Privacy Policy.

9. Liability

OpScale is liable without limitation for damages caused by intent or gross negligence. For simple negligence, OpScale is only liable for breach of a material contractual obligation (Kardinalpflicht), and in such cases liability is limited to the foreseeable, contract-typical damage.

OpScale's total liability for any claims arising in a given calendar month shall not exceed the monthly service fee paid by the Client for that month. This limitation does not apply to liability for personal injury, fraud, or other cases where liability cannot be limited by law.

OpScale is not liable for errors, delays, or losses resulting from incomplete, inaccurate, or late information provided by the Client, or from third-party system failures outside OpScale's control.

10. Intellectual Property

All intellectual property developed by OpScale in the course of service delivery — including workflows, automation logic, playbooks, and templates — remains the property of OpScale, unless explicitly assigned in writing.

The Client retains all rights to their own data, documents, and business information processed by OpScale. OpScale is granted a limited, non-exclusive licence to process such data solely for the purpose of delivering the agreed services.

11. Changes to These Terms

OpScale reserves the right to update these Terms at any time. Existing Clients will be notified of material changes at least thirty (30) days in advance via email. Continued use of the services after that period constitutes acceptance of the updated Terms.

If a Client does not accept the updated Terms, they may terminate the agreement in writing before the changes take effect, without penalty beyond fees due for services already rendered.

12. Governing Law & Jurisdiction

These Terms and all contractual relationships between OpScale and the Client are governed exclusively by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

The exclusive place of jurisdiction for all disputes arising from or in connection with these Terms is the registered seat of OpScale GmbH, to the extent permitted by law.

13. Severability

Should any provision of these Terms be or become invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the commercial intent of the original.