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General Terms and Conditions

of Sylaxis GmbH

Preamble

Sylaxis GmbH (hereinafter “Sylaxis” or the “Provider”) operates an advanced, AI-powered SaaS platform for enterprise customers under the domain www.sylaxis.com and associated subdomains (hereinafter the “Platform”). The Platform includes innovative applications such as AI assistants, autonomous AI agents, rich-text editors, workflow automations, MCP server creation, and Kanban boards for workspace management.

These General Terms and Conditions govern the contractual relationship between Sylaxis and the users of this Platform.

Section 1 Scope and Subject Matter

  1. These General Terms and Conditions apply exclusively to all contracts, deliveries, and other services provided by Sylaxis to its contractual partners (hereinafter the “Customer” or “User”).
  2. Sylaxis’ offering is intended exclusively for entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law, or special funds under public law (B2B). The conclusion of contracts with consumers within the meaning of Section 13 BGB is expressly excluded. Sylaxis is entitled to verify the Customer’s entrepreneurial status before concluding a contract (for example, by requesting a VAT ID or business registration).
  3. Any conflicting, deviating, or supplementary terms and conditions of the Customer shall not become part of the contract unless Sylaxis expressly agrees to their applicability in writing. This shall also apply if Sylaxis performs services without reservation despite being aware of deviating terms and conditions of the Customer.
  4. The subject matter of the contract is the provision of the Platform, either for consideration or free of charge during trial periods, for use of its functions over the internet by way of software as a service (SaaS).

Section 2 Registration and Formation of Contract

  1. Use of the Platform requires the creation of a customer account (hereinafter “Tenant”) and registration by the Customer. The Customer is obliged to provide all information requested during registration truthfully and completely.
  2. The presentation of services on the Sylaxis website does not constitute a legally binding offer, but rather an invitation to place an order.
  3. By completing the electronic ordering process (for example, clicking the “order with obligation to pay” button or submitting the registration form) or signing an individual offer, the Customer makes a binding offer to enter into a contract.
  4. The contract is concluded as soon as Sylaxis accepts the Customer’s offer by express order confirmation by email or by providing access to the Platform (activating the Tenant).

Section 3 Scope of Services and Provision (SaaS & Beta Phase)

  1. The precise scope of functions of the Platform is set out in the service description on the Sylaxis website valid at the time the contract is concluded or in the individual offer.
  2. Special provision for the beta phase: If the Platform or individual modules are designated as a “beta version”, trial phase, or “early access”, those services are provided without any assurance of a specific availability or freedom from defects. Sylaxis does not owe a service level agreement (SLA) during this phase. The Customer acknowledges that system interruptions, data loss, or malfunctions may occur.
  3. Sylaxis is entitled to continuously develop, adapt, optimise, or modify the Platform and its functions, provided that this does not unreasonably impair the primary contractual purpose for the Customer.
  4. Providing the technical infrastructure required for use on the Customer’s side (hardware, compatible web browser, internet connection) is not part of Sylaxis’ services and is the Customer’s sole responsibility.

Section 4 Rights of Use and Retention of Title

  1. For the term of the contract, Sylaxis grants the Customer a simple, non-exclusive, non-transferable, non-sublicensable right, limited to the term of the contract, to use the Platform over the internet for its own business purposes.
  2. The Customer is not entitled to use the Platform beyond the agreed use, make it accessible to third parties, reproduce, translate, decompile, reverse engineer, or otherwise determine the source code, unless this is permitted by mandatory law.
  3. If the Customer uploads content, text, data, or files through use of the Platform (hereinafter “Inputs”), all rights to such Inputs remain with the Customer. The Customer grants Sylaxis a free, worldwide right, limited to the term of the contract, to process, reproduce, and store these Inputs solely for the purpose of providing the contractual SaaS services. Sylaxis is excluded from using Inputs to train global, publicly available AI models.

Section 5 Confidentiality and Trade Secrets

  1. The parties undertake to treat all confidential information obtained from the other party in connection with the negotiation and performance of this contract as strictly confidential, not to disclose it to third parties, and to use it exclusively for the performance of this contract. Confidential information includes, in particular, trade and business secrets within the meaning of the German Trade Secrets Act (GeschGehG), technical know-how, source code, system prompts, and model configurations of Sylaxis, as well as all business data and content processed by the Customer through the Platform.
  2. The confidentiality obligation applies for the term of the contractual relationship and continues for a period of three years after its termination.
  3. Excluded from the confidentiality obligation is information that was already known to the receiving party prior to disclosure, that is or becomes publicly known without breach of this obligation, that was lawfully made available to the receiving party by a third party without a confidentiality restriction, or whose disclosure is required under mandatory statutory provisions or by administrative or judicial order; in the latter case, the disclosing party will inform the other party in advance to the extent legally permissible.
  4. Existing or separately concluded non-disclosure agreements (NDAs) between the parties remain unaffected by this provision and, in the event of a conflict, take precedence as the more specific arrangement.

Section 6 Special Provisions for AI Functions (AI Credits & Disclaimer)

  1. Copyright and rights of use in AI Outputs:

    The Platform enables the generation of text, code, images, or other data (hereinafter “Outputs”) through the use of artificial intelligence, in particular the Google Gemini model family via Google Agent Platform (formerly Google Vertex AI). All rights that Sylaxis may have in or acquire in these generated Outputs are transferred to the Customer upon full payment of the contractually owed remuneration. However, Sylaxis does not warrant that generated Outputs are eligible for copyright protection or do not infringe third-party rights.

  2. Disclaimer for AI results (hallucinations):

    The Customer acknowledges that artificial intelligence functions on a probabilistic basis. AI-generated Outputs may be factually incorrect, incomplete, inaccurate, or unsuitable (“hallucinations”). Sylaxis does not warrant the correctness, completeness, accuracy, or usability of generated Outputs. The Customer is obliged to independently review all Outputs through qualified personnel before using them, particularly before publication, use in the course of business, or integration into business-critical systems and software.

  3. AI credit prepaid model:

    Carrying out AI interactions (for example prompts, agent workflows, or code generation) requires the use of billing units (hereinafter “AI Credits”).

    • Included credits (free allowance): Each booked user subscription (“Seat”) includes a monthly free allowance of AI Credits. Unused included credits expire at the end of the relevant billing month and cannot be carried over to the following month (no rollover).
    • Additional credits (prepaid packages): The Customer may purchase additional packages of AI Credits. These prepaid credits remain valid for a period of 12 months from the date of purchase and expire thereafter without replacement.
  4. Right to adjust AI credit pricing:

    As the costs of AI inference depend on the tariffs of the underlying API providers, in particular Google Agent Platform (formerly Google Vertex AI), Sylaxis reserves the right to adjust the number of AI Credits required for individual AI actions (“exchange rate” or usage tariff). Sylaxis will announce such adjustments at least 30 days in advance in text form, for example by email or via the Platform. In the event of an unreasonable increase, the Customer has a special right of termination effective when the adjustment takes effect.

  5. Budget limits and automatic suspension:

    To protect against unforeseen costs and to safeguard system stability, Sylaxis is entitled to temporarily suspend access to AI functions immediately and without prior notice as soon as the credit balance allocated to the Tenant (including included and additional credits) has been fully used up. The Customer is given the option, in the Platform's administration area, to set up optional automatic top-ups (auto top-up) and to combine these with a binding monthly budget limit (hard cap). Once this self-set budget limit is reached, further chargeable AI actions are automatically blocked.

Section 7 Prices, Billing, and Payment Terms

  1. The remuneration for use of the Platform is determined by the Sylaxis price list valid at the time the contract is concluded or by the individual offer.
  2. Pricing structure (as of August 2026):
    • Monthly subscription: EUR 29.00 per user (“Seat”) per month, payable in advance at the beginning of each billing month.
    • Annual subscription: EUR 24.00 per user (“Seat”) per month (a total of EUR 288.00 per user per year), payable in advance at the beginning of the annual billing period.
  3. All prices are exclusive of the applicable statutory value added tax.
  4. Payment processing:
    • The Customer may choose to pay either by electronic invoice sent by email or by credit card via the payment service provider Stripe. For invoice payment, the amount is due without deduction within the payment term stated on the invoice (normally 14 days from the invoice date); for credit card payment via Stripe, billing follows the advance payment principle (prepaid) with automatic collection at the start of the relevant billing period.
    • Sylaxis reserves the right to introduce further payment methods in the future, such as SEPA direct debit or other payment service providers. In such case, the Customer authorises Sylaxis to collect the amounts due using the selected payment method.

Section 8 Late Payment and Suspension of Tenants

  1. The Customer is automatically in default if it fails to settle a due claim within the agreed payment term, without the need for a separate reminder.
  2. Suspension in the event of default: If the Customer is in default with payment of remuneration, or a material part of it, Sylaxis is entitled to temporarily suspend the Customer’s access to the Platform (suspension of the Tenant) after an unsuccessful reminder in text form and expiry of a period of 7 calendar days.
  3. The Customer’s obligation to pay the agreed remuneration continues during any period of justified suspension due to late payment.
  4. Sylaxis expressly reserves the right to assert further statutory claims arising from late payment, for example default interest of 9 percentage points above the base rate and damages.

Section 9 Term and Termination

  1. The term of the contract depends on the subscription model chosen by the Customer:
    • Monthly subscription: The contract is concluded for an indefinite term. Either party may terminate it without giving reasons at the end of the current billing month.
    • Annual subscription: The contract is concluded for a term of 12 months. It is automatically extended by a further 12 months in each case unless either party gives notice at least 30 days before the end of the relevant annual term.
  2. The right of both parties to terminate for good cause pursuant to Section 314 BGB remains unaffected. Good cause for Sylaxis exists in particular if:
    • the Customer remains in default with due payments for more than 14 days despite a reminder,
    • the Customer materially breaches its contractual obligations, for example by unauthorised use of the Platform or infringement of intellectual property rights, or
    • insolvency proceedings are opened over the Customer’s assets or the opening of such proceedings is rejected for lack of assets.
  3. Any termination must be made in text form to be effective, for example by email to team@sylaxis.com or through the termination function in the Platform.
  4. As Sylaxis' offering under Section 1(2) is directed exclusively at entrepreneurs within the meaning of Section 14 BGB, no statutory consumer right of withdrawal applies. The Customer, as an entrepreneur, has no right of withdrawal.

Section 10 Liability and Warranty

  1. Sylaxis is liable without limitation for damage resulting from injury to life, body, or health caused by an intentional or negligent breach of duty by Sylaxis or a legal representative or vicarious agent, as well as in cases of intent, gross negligence, and guarantees.
  2. In the event of a slightly negligent breach of a material contractual obligation (cardinal obligation), Sylaxis’ liability is limited to the foreseeable damage typical for this type of contract. Cardinal obligations are obligations whose fulfilment makes proper performance of the contract possible in the first place and on whose compliance the contractual partner may regularly rely.
  3. In all other cases, Sylaxis’ liability is excluded, irrespective of the legal basis. In particular, Sylaxis is not liable for damage caused by unsuitable use of AI Outputs by the Customer, data loss where this could not have been prevented by Sylaxis’ daily backups, or failures of third-party infrastructure such as AWS or Google Cloud Platform.
  4. Sylaxis’ no-fault liability for defects existing at the time of conclusion of the contract pursuant to Section 536a(1) sentence 1, first alternative BGB is expressly excluded.

Section 11 Force Majeure

  1. Neither party is responsible for failure or delay in performing contractual obligations to the extent this is due to force majeure circumstances beyond its reasonable control that could not be avoided despite reasonable diligence. Force majeure includes, in particular, natural disasters, war, terrorism, pandemics, strikes, governmental orders, large-scale failures of internet backbone or submarine cable infrastructure, and statutory prohibitions or regulatory restrictions on the use of particular AI models, cloud regions, or providers (for example due to the EU AI Act or comparable regulations).
  2. Force majeure also includes failures or service disruptions at the cloud and infrastructure providers used by Sylaxis (including Amazon Web Services and Google Cloud Platform), to the extent these are beyond Sylaxis' control; Section 10 (Liability and Warranty) remains unaffected.
  3. The affected party will promptly inform the other party of the occurrence and expected duration of a force majeure event and will use reasonable efforts to minimise its effects. If the force majeure event continues for more than 60 consecutive calendar days, either party is entitled to terminate the affected contract for cause in text form.

Section 12 Data Protection and Data Security

  1. The parties undertake to comply with the provisions of the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
  2. Where the Customer processes personal data of third parties on the Platform or has Sylaxis process it, the Customer is the “controller” within the meaning of Article 4(7) GDPR. For this purpose, the parties conclude a separate data processing agreement (DPA) pursuant to Article 28 GDPR, which is made available as a standard annex to these Terms.
  3. Sylaxis undertakes to comply with state-of-the-art security standards. The backend is hosted in a Supabase infrastructure on AWS servers in Frankfurt am Main and uses advanced encryption mechanisms, including PostgreSQL with row-level security and secure Vault key management. AI inference is carried out through Google Cloud Platform (GCP) within the European Union, in Frankfurt am Main, in compliance with the providers’ strict data protection commitments.
  4. Sylaxis uses the payment service provider Stripe (Stripe Payments Europe, Ltd., Ireland, or its affiliates) for payment processing. Stripe processes the data required for payment processing (including payment and invoice data) and, depending on the processing purpose, acts either as Sylaxis's processor under Article 28 GDPR or as an independent controller, for example for fraud prevention and compliance with statutory requirements. Further details are set out in Stripe's privacy policy.

Section 13 Compliance and the EU AI Act

  1. The Customer undertakes to comply with all applicable laws and regulatory requirements when using the Platform and, in particular, the AI agents and automated workflows.
  2. The Customer bears sole responsibility for ensuring that its specific use cases and use of generated AI Outputs comply with Regulation (EU) 2024/1689 laying down harmonised rules on artificial intelligence (the EU AI Act). The Customer warrants that it will not use the Platform for prohibited AI practices, such as unlawful social scoring, real-time remote biometric identification, or manipulative techniques for influencing behaviour.
  3. Sylaxis is entitled to temporarily or permanently restrict or suspend access to certain AI functions if there is reasonable suspicion that their use violates applicable law or the EU AI Act.

Section 14 Final Provisions

  1. The law of the Federal Republic of Germany applies exclusively, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the conflict-of-law rules of private international law.
  2. If the Customer is a merchant, a legal entity under public law, or a special fund under public law, the exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is the registered office of Sylaxis GmbH (Berlin).
  3. If individual provisions of this contract are or become wholly or partly invalid or unenforceable, the validity of the remaining provisions is not affected. In place of the invalid or unenforceable provision, the legally permissible provision that comes closest to the economic purpose of the invalid or unenforceable provision is deemed agreed. The same applies to any contractual gaps.

Provider Information

Sylaxis GmbH
Am Studio 2 a
12489 Berlin
Germany
(Center for IT and Media - ZIM III, Adlershof)

Commercial Register: Charlottenburg Local Court, HRB 288382 B
Parent company: TOBICO Holding UG (haftungsbeschränkt), HRB 288378 B
Managing Director: Nico Tobien (sole representative)
VAT ID: DE463388068
Email: team@sylaxis.com
Phone: +49 (0) 30 23591882