Terms and Conditions | Nopex

§ 1 Scope

(1) These General Terms and Conditions (hereinafter "GTC") apply to all contracts between Nopex GmbH, Karlstraße 89, 76137 Karlsruhe, Germany (hereinafter "Nopex" or "Provider") and the customer (hereinafter "Customer") regarding the use of the Nopex platform and related services.

(2) Deviating, conflicting, or supplementary general terms and conditions of the Customer shall only become part of the contract if and to the extent that Nopex has expressly agreed to their applicability in writing.

(3) These GTC apply to both consumers and businesses, unless a distinction is made in the respective clause.

§ 2 Subject Matter

(1) The subject matter of the contract is the provision of the Nopex platform as Software-as-a-Service (SaaS) for AI-powered software development and related services.

(2) The specific scope of services is determined by the respective service description and the selected plan (Free, Launch, Run, Scale, or Custom).

(3) Nopex is entitled to further develop and modify the platform, provided this serves technological progress, is necessary to adapt to changed legal requirements, or does not unreasonably disadvantage the Customer.

§ 3 Conclusion of Contract and Registration

(1) The presentation of services on the website does not constitute a legally binding offer but an invitation to submit an offer.

(2) By registering on the platform, the Customer submits a binding offer to conclude a usage agreement. By activating the customer account, Nopex accepts this offer.

(3) The Customer warrants that all data provided during registration is complete and accurate. Changes must be communicated without delay.

§ 4 Services and Availability

(1) Nopex provides the platform with an availability of 99.5% on an annual average. This excludes periods during which the platform is unavailable due to technical or other issues beyond the control of Nopex (force majeure, third-party fault, etc.).

(2) Scheduled maintenance is generally performed outside of regular business hours (Mon–Fri, 9 AM–6 PM CET) and announced in advance.

(3) For Enterprise customers, the availability guarantees specified in the individual agreement (SLA) apply.

§ 5 Usage Rights

(1) Nopex grants the Customer a simple, non-transferable, non-sublicensable right to use the platform for the duration of the contract within the contractually agreed scope.

(2) The Customer acquires all rights to code generated by the platform. Nopex retains no usage rights to customer-specifically generated code.

(3) The Customer is not entitled to use the platform beyond the contractually agreed scope, to make it available to third parties, to copy, modify, or distribute it.

§ 6 Customer Obligations

(1) The Customer is obligated to keep their access credentials confidential and to protect them from unauthorized third-party access.

(2) The Customer shall not misuse the platform, in particular not:

to generate malicious software or malware
to infringe the rights of third parties
to circumvent security measures
in a manner that violates applicable law
to excessively burden the infrastructure (e.g., through automated mass queries)

(3) The Customer is solely responsible for compliance with all applicable laws and regulations when using the platform and the generated code.

§ 7 Prices and Payment

(1) The prices published on the website at the time of contract conclusion apply. All prices are exclusive of statutory value-added tax.

(2) Billing occurs monthly or annually in advance, depending on the selected plan. For annual payment, Nopex grants a discount according to the current price list.

(3) Payments are due within 14 days of invoicing. In case of late payment, Nopex is entitled to suspend access to the platform.

(4) Nopex reserves the right to adjust prices with at least 30 days' notice before the end of the current billing period. In this case, the Customer has a special right of termination.

§ 8 Contract Duration and Termination

(1) The contract is concluded for an indefinite period, unless a fixed term has been expressly agreed upon.

(2) The contract may be terminated by either party with one month's notice to the end of the respective billing period.

(3) The right to extraordinary termination for cause remains unaffected. Cause exists in particular if the Customer breaches material contractual obligations and fails to remedy the breach within 14 days of notice.

(4) After termination, access to the platform is deactivated. The Customer has the option to export their data within 30 days after contract termination.

§ 9 Warranties and Liability

(1) Nopex warrants that the platform substantially conforms to the service description. Minor deviations do not constitute a defect.

(2) Nopex is liable without limitation for damages resulting from injury to life, body, or health, as well as for damages caused intentionally or through gross negligence.

(3) In cases of slightly negligent breach of material contractual obligations (cardinal obligations), liability is limited to the foreseeable, contract-typical damage.

(4) Any further liability is excluded. This applies in particular to damages arising from the use of generated code.

(5) Nopex does not warrant the accuracy, completeness, or suitability of the generated code for any particular purpose. The Customer is solely responsible for reviewing and testing the generated code.

§ 10 Data Protection and Confidentiality

(1) Nopex processes personal data in accordance with the Privacy Policy and applicable data protection regulations.

(2) To the extent that Nopex processes personal data on behalf of the Customer, the parties shall conclude a Data Processing Agreement pursuant to Art. 28 GDPR.

(3) Both parties undertake to keep confidential information of the other party secret and to use it only for the purpose of contract performance.

§ 11 Final Provisions

(1) The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

(2) The place of jurisdiction for all disputes arising from the contractual relationship is Karlsruhe, provided the Customer is a merchant, a legal entity under public law, or a special fund under public law.

(3) Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected.

(4) Amendments and supplements to these GTC must be made in writing to be effective. This also applies to the waiver of this written form requirement.