Terms of Service

1. Provider and scope

These Terms of Service apply to services provided by Matti Yohannes, trading as Onyx AI Agents (“Onyx”, “we”, “us”) to the business customer identified in an accepted proposal, order form, statement of work, or invoice (“Client”).

The services are offered for business purposes only. By ordering services, the Client confirms that it acts in the course of its commercial or independent professional activity and not as a consumer.

2. Contract formation and priority

A contract is formed when the Client signs or accepts a proposal, order form, or statement of work; confirms an order in writing; or pays an invoice that identifies the services. Website content and strategy calls are informational and do not constitute a binding offer by themselves.

If documents conflict, the following order applies: (1) signed statement of work or order form, (2) signed proposal, (3) data-processing agreement, (4) these terms, and (5) other website descriptions.

3. Services

Depending on the agreed scope, services may include ideal-customer-profile development, prospect research, list building, sending-domain and mailbox setup, warming, copywriting, campaign operations, reply handling, qualification, calendar booking, reporting, and optimisation.

Exact deliverables, launch dates, volumes, qualification criteria, fees, and any performance commitment are those stated in the applicable proposal or statement of work. Onyx may use employees, independent contractors, software tools, and specialist providers to deliver the services while remaining responsible for the agreed output.

4. Client responsibilities

The Client will:

• provide complete and accurate information about its offer, customers, exclusions, and legal or regulatory constraints;
• approve or reject the ICP, prospecting criteria, lead lists, copy, and other requested materials without unreasonable delay;
• provide lawful access to required systems, calendars, domains, inboxes, and accounts;
• maintain a working sales process and sufficient availability to take booked calls;
• respond to leads and booked prospects within the response time agreed during onboarding;
• honour opt-outs, suppression lists, and agreed qualification rules;
• not require misleading claims, impersonation, unlawful targeting, or other prohibited conduct.

Onyx is not responsible for delay, reduced performance, or missed targets caused by incomplete information, late approvals, unavailable calendars, changes to the offer, failure to follow up, platform restrictions, or other circumstances controlled by the Client.

5. Qualified calls and performance commitments

A “Qualified Call” is a meeting booked with a prospect who meets the written qualification criteria approved during onboarding and who affirmatively requested or accepted the meeting. The applicable proposal may add criteria for company type, geography, seniority, need, timing, or exclusions.

The guarantee applies only if the Client satisfies the eligibility and cooperation requirements stated in the proposal and on the website, including timely approvals, a proven offer, an approved ICP, sufficient calendar capacity, prompt lead follow-up, and completion of the agreed build-and-warm period. Rescheduled meetings remain attributed to the original booking. Cancellations, duplicate contacts, or prospects outside the approved criteria do not count. No additional guarantee applies unless stated in writing.

Onyx does not guarantee revenue, closed deals, attendance rates, or any result dependent on the Client's pricing, offer, sales process, follow-up, market conditions, or a prospect's independent decision.

6. Fees, invoices, and taxes

Fees consist of the technology or infrastructure fee, performance fees, setup fees, or other charges stated in the applicable commercial document. Unless stated otherwise, invoices are due within 14 days, without deduction, in the invoiced currency. Fees are exclusive of VAT, sales tax, withholding tax, and similar charges where applicable.

The Client must raise a good-faith invoice dispute in writing within seven days after receipt and pay all undisputed amounts on time. Onyx may pause campaigns, scheduling, reply handling, or other work while an undisputed invoice remains overdue after written notice. Statutory rights relating to default interest and recovery costs remain unaffected.

7. Term, suspension, and termination

The contract starts on the effective date stated in the applicable commercial document. Minimum terms, renewal periods, and ordinary notice periods are governed by that document. Either party may terminate for material breach if the breach is not cured within a reasonable written cure period, or immediately where cure is impossible, continued performance would be unlawful, or the other party becomes insolvent.

Onyx may suspend work where the Client requests unlawful conduct, creates a material security or reputation risk, fails to provide required approvals or access, or does not pay undisputed fees when due. Accrued payment obligations, confidentiality, data protection, intellectual property, liability, and provisions intended to survive will continue after termination.

8. Intellectual property

Each party keeps ownership of materials, trademarks, know-how, data, and technology it owned or developed independently before the engagement. Once all applicable invoices are paid, the Client may use final campaign copy and client-specific deliverables for its internal business purposes.

Onyx retains ownership of reusable methods, templates, systems, prompts, workflows, software, know-how, benchmarks, and general improvements that do not disclose the Client's confidential information. The Client grants Onyx a limited licence to use supplied branding, content, data, and systems solely to deliver and support the services.

9. Confidentiality and data protection

Each party will protect non-public business, technical, financial, and customer information received from the other and use it only for the contract. These duties do not apply to information that is public without breach, already lawfully known, independently developed, or lawfully received from a third party.

Each party is independently responsible for its own compliance with applicable privacy, marketing, and communications law. Where Onyx processes personal data solely on the Client's documented instructions as processor, the parties will enter into an appropriate data-processing agreement. The Client is responsible for establishing the lawful basis, targeting rules, required notices, and suppression instructions for its campaign unless the parties agree otherwise in writing.

10. Third-party services

Campaigns depend on third-party platforms such as hosting, email, domain, data, calendar, CRM, and video-conferencing providers. Their terms, availability, rate limits, and policies may change. Onyx will use commercially reasonable care in selecting and configuring providers but is not responsible for outages, suspensions, deliverability changes, or data changes outside its reasonable control. Necessary third-party costs are included only where the proposal says so.

11. Compliance and acceptable use

Neither party will use the services to violate law, platform rules, sanctions, third-party rights, or binding opt-out requests. The Client will not supply unlawfully obtained data or instruct Onyx to use sensitive personal data, deceptive identities, false endorsements, or prohibited claims. Onyx may reject or stop a campaign that creates a credible compliance, safety, or reputational concern.

12. Liability

Nothing in these terms limits liability where limitation is prohibited by law, including liability for intent, gross negligence, injury to life, body, or health, fraudulent concealment, or a guarantee expressly assumed as such.

For ordinary negligence, a party is liable only for breach of a material contractual obligation whose performance is necessary to achieve the contract's purpose and on whose performance the other party may regularly rely. In that case, liability is limited to the foreseeable loss typical for this type of contract. To the extent legally permitted, neither party is liable for indirect or consequential loss, lost profit, lost opportunity, or loss arising from business decisions made independently of the services.

13. Force majeure

Neither party is responsible for delay or failure caused by events beyond its reasonable control, including widespread network or provider outages, cyberattacks not caused by its breach, natural disasters, war, government action, labour disruption, or material changes in law or platform enforcement. The affected party will notify the other and take reasonable steps to reduce the impact.

14. Governing law and miscellaneous

The contract is governed by the laws of the Federal Republic of Germany, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. Where legally permitted, the courts at Onyx's place of business have exclusive jurisdiction.

Neither party may assign the contract without the other's consent, except to an affiliate or in connection with a merger, reorganisation, or sale of substantially all relevant assets, provided the assignee assumes the obligations. If any provision is invalid or unenforceable, the remaining provisions remain effective. Failure to enforce a provision is not a waiver. Amendments must be agreed in text form unless stricter form is legally required.

15. Contact

Questions about these terms may be sent to matti@onyxaigents.com.

Effective date: 26 August 2026