Terms of Service

1. Scope and Parties

1.1 B2B-only; exclusion of consumers

These Terms of Service ("Terms") govern all use of the GitQueue platform and related services ("Service") by customers who qualify as business customers/traders within the meaning of Section 14 of the German Civil Code (BGB) ("Customer"). The Service is intended exclusively for business customers/traders. Use of the Service by consumers within the meaning of Section 13 BGB is excluded.

The Customer may use the Service solely within the scope of its own business operations and by its own personnel. Any further use, in particular by third parties or for the provision of services to third parties, is not permitted unless expressly agreed in writing (text form is sufficient unless mandatory law requires otherwise).

1.2 Provider; precedence of these Terms

GitQueue is a product of Qoil AI UG (haftungsbeschränkt) (see Impressum). The provider information (including address and register details) is available at: https://www.gitqueue.com/imprint (the "Provider").

The Provider and the Customer ("you") agree that only these Terms govern the contractual relationship. We object to any general terms and conditions of the Customer.

1.3 Deviating terms

Any deviating or supplemental terms of the Customer will not become part of the contract unless we have expressly agreed to them in text form (Section 126b BGB).

2. Services Provided

2.1 Core Service (what GitQueue does)

GitQueue is a Software-as-a-Service solution for pull request / merge queue orchestration. The Service is designed to help teams merge code safely and efficiently by managing queued changes and automating checks and merge steps.

Depending on plan and configuration, GitQueue may:

• manage one or more merge queues for repositories;
• enqueue pull requests/merge requests based on defined rules (e.g., order, priority, labels);
• trigger or coordinate checks (e.g., CI status checks) and gate merges accordingly;
• perform automated actions in repositories (e.g., updates, merges, comments, status updates) authorized by you.

Authorization: By connecting a repository to GitQueue, you expressly authorize GitQueue to perform automated actions on your behalf, including but not limited to: merging pull requests, updating branches, rebasing commits, posting comments, and modifying commit statuses. You are responsible for ensuring that granting these permissions complies with your organization's policies and any applicable third-party terms.

The exact features and limitations are described on our website and/or Documentation.

2.2 What GitQueue does not do

Unless explicitly agreed in writing, GitQueue does not:

• guarantee specific outcomes (e.g., "no conflicts", "faster merges", "always green main");
• provide legal, security, compliance, or strategic advice for your software development processes;
• guarantee that third-party systems (e.g., GitHub/GitLab/CI providers) will be available or behave as expected.

2.3 Provision of Software

We grant the Customer access to and use of the then-current version of the Software via the Internet. We are obliged only to make available the most recent operational version of the Software at any given time.

2.4 Service modifications

We may make reasonable changes to the Service (e.g., to improve performance, security, or comply with laws), provided such changes do not eliminate core features of the Service purchased by the Customer. We will inform you of material changes in advance.

2.5 Third-party components and integrations

The Service may rely on third-party platforms and components (e.g., source control providers like GitHub/GitLab/Bitbucket, CI providers, cloud infrastructure). Availability and functionality of such third-party services are outside our control. If a third party ceases to provide a necessary component, we will inform you and strive to find a reasonable alternative or solution.

2.6 No guaranteed results

You may provide inputs, configurations, rules, labels, priorities, or repository settings ("Input") and the Service may produce actions and outcomes based on that Input ("Output"). Input and Output together are "Content". The quality and correctness of outcomes can depend materially on your configuration, repository state, CI health, and third-party systems. We do not warrant that Output will meet your expectations.

2.7 Priority override and hotfix mode

The Service may offer features that allow certain pull requests to bypass the normal queue order (e.g., priority labels, hotfix mode). Use of these features is at the Customer's sole discretion. The Provider is not liable for any issues, conflicts, failed builds, or other adverse outcomes arising from expedited or out-of-order merges initiated by the Customer.

2.8 Automatic rollback

The Service may attempt to automatically roll back or revert changes when certain failures are detected (e.g., failed CI checks after merge). This rollback functionality is provided on a best-effort basis. We do not guarantee that rollbacks will always succeed, be timely, or restore the repository to its exact prior state. The Customer remains responsible for maintaining appropriate backup and recovery procedures for their repositories.

3. Service Levels; Maintenance and Interruptions

3.1 Availability target

We aim to maintain a monthly availability of the Software at the delivery point (network interface of the Provider's data center). "Availability" means the Customer's ability to access and use the main functions of the Software.

Scheduled maintenance, force majeure, and interruptions caused by the Customer or third parties for whom we are not responsible are not considered downtime.

3.2 Maintenance

We may perform regular maintenance and will inform the Customer in due time of any material usage restrictions associated therewith where feasible.

3.3 Other interruptions

We do not warrant that the Service will be completely error-free or uninterrupted, but we will use commercially reasonable efforts to promptly address material service issues.

4. Use Requirements

4.1 Customer responsibilities

The Customer agrees to use the Service only for legitimate business purposes and in compliance with all applicable laws.

You must:

• keep login credentials confidential and prevent unauthorized access;
• ensure that Users are authorized and comply with these Terms;
• ensure that you have all rights, licenses, and permissions needed to provide Input and authorize GitQueue actions on your repositories;
• ensure that your use does not violate third-party rights, platform terms (e.g., Git provider terms), or applicable law.

4.2 Prohibited uses

You must not:

• reverse engineer, decompile, or attempt to derive source code (except where mandatory law permits);
• bypass plan limits, security controls, or access restrictions;
• interfere with the integrity, security, or performance of the Service;
• use the Service to distribute malware or conduct unlawful activity.

In case of breach, we may temporarily suspend or restrict access after reasonable notice if feasible and/or terminate for cause as per Section 10.4.

5. Intellectual Property and Data

5.1 Service IP

All intellectual property rights in the Service (including software, algorithms, logic, UI, and Documentation) are and remain the exclusive property of the Provider and/or its licensors. We grant the Customer a limited, non-exclusive, non-transferable right to use the Service during the term, solely for the Customer's internal business operations and in accordance with these Terms.

5.2 Customer Data

The Customer retains all rights to data and materials uploaded, provided, or made available through the Service ("Customer Data").

By providing Customer Data, you grant us a license to process and use it only to the extent necessary to perform the Service, provide support, secure and maintain the Service, and fulfill our contractual obligations.

We will handle Customer Data in accordance with applicable data protection laws and our Privacy Policy: https://www.gitqueue.com/privacy.

5.3 Repository changes and contributions

Where the Service performs automated actions in your repositories (e.g., merges, branch updates, comments), those actions occur under your authorization and within your repository's permissions model. Any resulting contributions in your repositories belong to you, subject to your repository's licensing and third-party components.

5.4 Deletion/return after termination

Upon termination, and upon your request, we will delete or return Customer Data remaining stored with us within a reasonable period, except to the extent we are legally required to retain it or it is technically necessary for short-term backups/security logs.

6. Fees, Payment (Paddle MoR), and Refunds

6.1 Fees; pricing model

Fees are agreed in the order, Paddle checkout, or contract form (e.g., per the pricing model on our website: https://www.gitqueue.com/#pricing). Where applicable, the pricing model may be per-repository (first repository at the base rate, additional repositories at a reduced rate) and billed in advance (e.g., monthly).

6.2 Paddle as Merchant of Record; taxes; invoices/receipts

Paid subscriptions are sold and processed by our authorized reseller and Merchant of Record, Paddle.com Market Ltd and/or its affiliates ("Paddle"). Paddle is responsible for payment processing, invoicing/receipts, and tax calculation/collection/remittance (e.g., VAT) as Merchant of Record.

Your purchase transaction is subject to Paddle's terms shown during checkout. If a payment fails, is reversed, or is disputed, we may suspend or limit access until the payment issue is resolved.

6.3 Cancellation; repository removal; plan changes

Cancellation: You may cancel your subscription or remove repositories at any time. Upon cancellation, your access continues until the end of the current billing period, unless your contract states otherwise.

Removing repositories: If you remove repositories from your account, any reduced pricing (if applicable) takes effect at the start of the next billing cycle.

6.4 Refund Policy (MoR-aligned)

Because Paddle is Merchant of Record, refunds and chargebacks are administered by Paddle in accordance with Paddle's policies and applicable law. If you believe you are eligible for a refund under these Terms, contact us at [email protected] and we will coordinate with Paddle as needed. We do not guarantee any refund outcome where Paddle is legally required to make the final decision.

No partial refunds for unused time: Unless mandatory law requires otherwise or a separate enterprise agreement states otherwise, no partial refunds are provided for unused portions of a billing cycle.

Refund exceptions (where applicable and subject to Paddle administration):

• Termination due to our fault: If we materially breach these Terms and fail to cure such breach within 30 days of written notice, you may terminate and may receive a pro-rata refund for the unused portion of your current billing period.
• Service discontinuation: If we discontinue the Service entirely, you may receive a pro-rata refund for any prepaid fees covering the period after discontinuation.
• Data Act switching rights: If you exercise switching rights under Section 11 (EU Data Act), any refund will be calculated based on the unused portion of your current billing period, to the extent applicable.
• Bulk / enterprise agreements: Customers with custom enterprise agreements may have different refund terms as specified in their contract.

7. Free Trial

7.1 Trial access

We may offer trial access free of charge for a limited period ("Trial Period").

7.2 Scope and limitations

Trial access may be subject to feature or usage limitations at our discretion and is provided solely for evaluation purposes.

7.3 Termination of trial

We may suspend or terminate the Trial Period at any time with or without notice. Continued use after the Trial Period requires a paid plan (unless otherwise agreed).

8. Warranty (Gewährleistung)

8.1 Applicable statutory provisions

The warranty provisions of tenancy law (Sections 535 et seq. BGB) apply to the granting of use of the software and provision of storage space.

8.2 Notification of defects

The Customer shall notify us without undue delay of defects or disruptions and describe them in a comprehensible manner. If the Customer fails to provide timely notice, statutory duties to cooperate apply; in particular, the Customer may not claim reduction of fees or damages to the extent we could not remedy the issue due to delayed notification.

8.3 Exclusion of Section 536a(1) BGB

Warranty claims for insignificant impairments are excluded. Strict liability under Section 536a(1) BGB for defects already existing at the time of conclusion of the contract is excluded.

9. Limitation of Liability (with B2B liability cap)

9.1 Unlimited liability in certain cases

We are liable without limitation for:

• intent or gross negligence by us, our legal representatives, or vicarious agents;
• damages resulting from injury to life, body, or health caused by any negligence;
• mandatory liability under the German Product Liability Act (Produkthaftungsgesetz);
• liability for expressly assumed guarantees (to the extent of such guarantee).

9.2 Slight negligence; essential duties (Kardinalpflichten)

In cases of slight negligence, we are liable only for breach of essential contractual obligations (Kardinalpflichten). In such cases, liability is limited to the foreseeable damage typical for this type of contract at the time of conclusion.

9.3 Liability cap (B2B)

To the extent liability exists under Section 9.2, our aggregate liability is capped at the fees paid by the Customer for the Service in the twelve (12) months preceding the event giving rise to the claim.

9.4 Exclusion for other slight negligence

We are not liable for slight negligence in respect of non-essential obligations.

9.5 Staff and agents

To the extent our liability is limited or excluded, the same applies to the personal liability of our officers, employees, agents, and subcontractors.

9.6 Customer indemnification

The Customer shall indemnify and hold us harmless from third-party claims arising out of the Customer's unlawful use of the Service or breach of these Terms, to the extent the Customer is responsible for such breach.

10. Term and Termination

10.1 Contract term

The contract begins when the Customer accepts these Terms and registers an account or otherwise enters into an agreement for the Service. The standard term is a monthly subscription that renews automatically. Custom terms (e.g., annual agreements for enterprise customers) may be agreed separately in writing.

10.2 Ordinary termination

Either party may terminate:

• a monthly subscription at any time effective at the end of the current billing cycle;
• a custom-term agreement as specified in the individual contract.

Notice must be given at least in text form (e.g., email).

10.3 Termination after switching (if applicable)

If the contract ends due to switching under Section 11 (EU Data Act), any refund for prepaid fees (if applicable) will be calculated based on the unused portion of the current billing period. For custom enterprise agreements, refunds are handled as specified in the individual contract. Refunds will never be below zero unless mandatory law requires otherwise.

10.4 Termination for cause (aus wichtigem Grund)

Either party may terminate with immediate effect for cause if legal requirements are met. Cause for us includes, for example, serious misuse of the Service, material breach not cured after warning, persistent non-payment (including unresolved Paddle payment failures), or insolvency events. In case of termination for cause by us, we may immediately suspend access.

10.5 Effects of termination

Upon termination or expiration, we will deactivate the Customer account and cease providing the Service. We may delete Customer Data after a short retention period, except where legally required to retain it.

Fees paid in advance for periods after termination will be refunded pro rata only if termination was due to our fault or an uncured breach by us; otherwise, there is no automatic refund for early termination of a fixed term.

Provisions that by their nature should survive (e.g., confidentiality, IP, liability, governing law) remain in effect.

11. Data Migration / Compliance with the EU Data Act

In accordance with Regulation (EU) 2023/2854 (the "Data Act"), Customers may switch to another data processing service or to on-premise solutions by giving no more than two (2) months' prior written notice (text form is sufficient unless the Data Act requires otherwise).

We will provide, without undue delay and in a commonly used, machine-readable format, access to exportable data (including relevant metadata) and reasonable assistance to enable switching. We may charge reasonable, cost-based fees for assistance to the extent permitted under the Data Act.

Any contractual terms inconsistent with the Customer's mandatory switching rights under the Data Act are deemed replaced by the mandatory provisions.

12. Governing Law and Jurisdiction

12.1 Governing law

These Terms and any disputes arising out of them are governed by the laws of the Federal Republic of Germany, excluding conflict-of-laws rules and excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

12.2 Jurisdiction

Exclusive place of jurisdiction for all disputes arising from or in connection with these Terms is Berlin, Germany, provided the Customer is a merchant (Kaufmann), a legal entity under public law, or a special fund under public law. This does not limit either party's right to seek interim injunctive relief in any appropriate jurisdiction.

13. Reference Use

We may publicly refer to the Customer as a client for marketing purposes (e.g., name/logo in customer lists, website, presentations), provided this is done in a factual and appropriate manner and does not disclose Confidential Information. This right survives termination unless the Customer objects in writing for legitimate reasons.

14. Final Provisions

14.1 Changes to Terms

We may modify these Terms for future transactions. For existing contracts, we will notify the Customer in text form (e.g., email) of proposed changes at least 6 weeks in advance. Changes are deemed approved if the Customer does not object in text form within the notice period. We will specifically inform you of this consequence in the change notice.

If the Customer objects, either party may terminate the contract by notice before the changes take effect.

14.2 Entire agreement; text form

These Terms, together with any individual order or contract document referencing them, constitute the entire agreement regarding the Service. Amendments must be made in text form unless mandatory law requires stricter form. This also applies to any waiver of this text form requirement.

14.3 Severability

If any provision is invalid or unenforceable, the remainder remains effective. The parties shall replace the invalid provision with a valid one that most closely reflects the original economic intent. If no agreement is reached, statutory law applies.

14.4 Contract language

This English version is the binding version for the contractual relationship. Any German translation, if provided, is for convenience only; in case of inconsistencies, the English text prevails.

14.5 Contact, Impressum, Privacy, DPA

For questions or communications regarding these Terms, contact: [email protected].

Our legal notice (Impressum), Privacy Policy, and Data Processing Agreement can be found on our website: Impressum, Privacy Policy, Data Processing Agreement.