General Terms and Conditions

Note on the Pre-Launch Status of These Terms

The Platform is currently in the pre-launch stage and is neither publicly accessible nor reachable on the internet. This version of these Terms is being published in preparation for the future production launch and may still be revised before the official production go-live. Individual contracts concluded during this phase on the basis of separate pilot or beta test agreements are governed by the version in effect at the time the respective contract was concluded; agreements already concluded remain unaffected by later revisions of these Terms.

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 for use of its functions over the internet by way of software as a service (SaaS), either under a paid subscription or during a time-limited, free trial period (for example, 14 days) as shown at the time of registration. Once a free trial period ends, the Customer's access to the Platform is automatically deactivated unless the Customer has already switched to a paid subscription; there is no automatic conversion into a paid subscription or automatic collection of payment.

Section 2 Registration and Formation of Contract

5. 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.
6. The presentation of services on the Sylaxis website does not constitute a legally binding offer, but rather an invitation to place an order. As long as the Platform is in the pre-launch stage and no direct online registration has been enabled, interactions on the website (for example, requesting pilot conversations or waitlist sign-ups) constitute non-binding inquiries. During this phase, a contract for use of the Platform or of test access is only formed through an individual, express agreement (for example, a pilot or beta test agreement) in text form.
7. 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.
8. 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, Availability & Maintenance (SaaS & Beta Phase)

9. 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.
10. Availability in production operations & maintenance windows:

    For regular production operations (outside the beta phase), Sylaxis aims for an average Platform availability of 99.0% on an annual average at the transfer point (router output of the data center utilized by Sylaxis). Excluded from the availability calculation are times of scheduled maintenance work as well as downtimes based on circumstances beyond Sylaxis' scope of responsibility (e.g. disruptions of the public internet, force majeure, or customer-side hardware and software issues). Sylaxis is entitled to carry out scheduled maintenance work to ensure system security and software updates. These will be announced to the Customer where possible with a notice period of at least 48 hours by email or via the Platform and preferably conducted during low-usage periods (in particular Sundays between 02:00 and 06:00 CET).

11. Special provision for the beta phase: If the Platform or individual modules are designated as a “beta version” 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. Documentation on security, data protection, and compliance standards provided during the pre-launch phase (in particular regarding the EU AI Act and GDPR concepts) reflects the current state of development and will be continuously updated to meet final technical and legal requirements until the official production go-live.
12. 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.
13. 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

14. 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.
15. 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.
16. 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

17. 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.
18. The confidentiality obligation applies for the term of the contractual relationship and continues for a period of three years after its termination.
19. 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.
20. 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, Duties of Conduct, AI Credits & Disclaimer

21. 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.

22. Probabilistic nature and duty of verification:

    The Customer acknowledges that the AI functions provided by the Platform are based on probabilistic models. Generated content may contain factual errors, inaccuracies, biases, or hallucinations. Sylaxis assumes no warranty for the correctness, completeness, timeliness, or fitness of the generated outputs for a specific business purpose.

23. Final human decision (Human-in-the-Loop):

    The use of AI functions takes place purely in an assistive capacity. The Customer undertakes to independently verify all business-critical, legal, tax, or safety-relevant outputs through qualified personnel prior to any further use.

24. Disclaimer of liability for AI outputs:

    To the extent permitted by law, Sylaxis assumes no liability for damages, errors, or consequential effects resulting from the unverified adoption of or reliance on AI-generated content or automated actions derived therefrom. The limitations of liability pursuant to Section 10 of these Terms shall remain unaffected.

25. 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.
26. 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.

27. 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

28. 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.
29. 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.
30. All prices are exclusive of the applicable statutory value added tax.
31. 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

32. 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.
33. 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.
34. The Customer’s obligation to pay the agreed remuneration continues during any period of justified suspension due to late payment.
35. 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

36. 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.
37. 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.
38. 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.
39. 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

40. 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.
41. Limitation of liability for cardinal obligations (Liability Cap): 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. Sylaxis' liability for slight negligence in breaching cardinal obligations is capped in amount at the total remuneration paid by the Customer to Sylaxis in the twelve (12) months preceding the damaging event, up to a maximum amount of EUR 25,000 (or, in the first contract year, the remuneration agreed for the first contract year). 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.
42. In all other cases, Sylaxis’ liability is excluded, irrespective of the legal basis, subject to items 1 and 2. In particular, Sylaxis is not liable for damage caused by unsuitable use of AI Outputs by the Customer, independent user operational errors, or data loss where this could not have been prevented by the backups contractually owed by Sylaxis. In the event of disruptions or outages of upstream cloud and infrastructure providers (such as AWS or Google Cloud Platform), Sylaxis is liable only in the event of its own fault within the scope of its duties of care regarding selection and supervision of service providers.
43. 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

44. 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, lawful strikes, governmental orders, non-culpable 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).
45. 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

46. The parties undertake to comply with the provisions of the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG).
47. 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.
48. Sylaxis undertakes to comply with state-of-the-art security standards and a strict EU data residency policy. All data processing takes place strictly in ISO/IEC 27001-certified data centers within the European Union: The primary database (PostgreSQL with Row-Level Security), authentication, edge functions, and the Supabase backend are operated on AWS infrastructure in Frankfurt am Main, Germany (region eu-central-1); application container microservices (Google Cloud Run) run in Google's data center in Frankfurt am Main, Germany (region europe-west3). Files uploaded by the Customer (Google Cloud Storage) as well as AI inference and vector embeddings (Google Gemini Enterprise Platform) are processed within the European Union (EU) multi-region under strict enterprise data protection commitments (zero training).
49. 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 billing 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.
50. Special Provisions for Holders of Professional Secrets (Sec. 203 German Criminal Code / StGB, Sec. 62a German Tax Consultancy Act / StBerG, Sec. 43e German Federal Lawyers' Act / BRAO, Sec. 50a German Public Accountants Act / WPO):

    Where the Customer acts as a holder of professional secrets (in particular tax advisors, attorneys-at-law, auditors) and processes data subject to statutory professional confidentiality within the scope of using the Platform:

    • Sylaxis acknowledges its role as a cooperating third party (person assisting) within the meaning of Section 203(3) sentence 2 StGB and the relevant professional codes (in particular Section 62a StBerG, Section 43e BRAO, Section 50a WPO);
    • Sylaxis undertakes to treat all client and professional secrets made accessible to it with strict confidentiality and instructs its employees and vicarious agents regarding the criminal law consequences of a breach of duty (Section 203(4) StGB);
    • the parties agree, upon the Customer's request, to conclude Sylaxis' dedicated "Agreement on the Protection of Professional Secrets" (as an addendum to the DPA).

Section 13 Compliance and the EU AI Act (Provider / Deployer Roles)

51. Allocation of Roles under the EU AI Act (Regulation (EU) 2024/1689):
    • Sylaxis GmbH acts as the Provider (pursuant to Art. 3(2) EU AI Act) of the underlying software platform and interface architecture.
    • The Customer acts as the Deployer (pursuant to Art. 3(4) EU AI Act) and deploys the AI functions under its own business responsibility for its business purposes.
52. Customer's Obligations as Deployer (Art. 26 EU AI Act):

    The Customer is independently responsible for compliance with deployer obligations pursuant to Art. 26 EU AI Act. This includes in particular:

    • determining and legally reviewing the specific purpose of use,
    • ensuring appropriate human oversight (Human-in-the-Loop),
    • fulfilling any operational co-determination and information obligations towards employees as well as complying with applicable statutory regulations.
53. Prohibited Practices and Exclusion of High-Risk Applications (Art. 5 & Annex III EU AI Act):

    The Customer is strictly prohibited by contract from using the Platform's AI functions for prohibited AI practices pursuant to Art. 5 EU AI Act (in particular manipulative behavioural influence, exploitation of vulnerabilities, social scoring, or unlawful biometric recognition) as well as for unmonitored, fully automated final decision-making in high-risk areas pursuant to Annex III EU AI Act (in particular in personnel selection/recruiting, workplace performance evaluation, biometric identification, or creditworthiness assessments).

54. Sanctions and Suspension Rights:

    Any breach of this Section 13 entitles Sylaxis to immediate termination for cause and immediate suspension of the Tenant. Sylaxis is furthermore 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

55. 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.
56. 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).
57. If individual provisions of this contract are or become wholly or partly invalid or unenforceable, the validity of the remaining provisions shall not be affected. In place of the invalid or unenforceable provision, the statutory provisions shall apply (Sec. 306(2) German Civil Code / BGB). The same applies to any contractual gaps.