Terms of Use — nopex console

Last updated: April 19, 2026

§ 1 Scope and Provider

(1) These Terms of Use ("Terms") govern the use of the SaaS platform "nopex console" available at https://console.nopex.cloud (the "Platform").

(2) The provider is:

Nopex GmbH
Karlstraße 89, 76137 Karlsruhe, Germany
Amtsgericht Mannheim, HRB 757462
Managing Director (Geschäftsführer): Philip Blatter
Email: legal@nopex.cloud | Phone: +49 721 603218-0
VAT ID: DE461032357

(hereinafter "Nopex").

(3) Nopex's contractual partner is the company or business professional that registers on the Platform (the "Customer"). The individual registering the account acts as the Customer's authorized representative.

(4) Any deviating or supplementary terms and conditions of the Customer shall not become part of the contract unless Nopex expressly agrees to them in writing.

§ 2 Service Description

(1) nopex console is a cloud-based platform for requirements management with AI automation. The Platform includes, in particular:

Project management
AI agents ("Swarm") for task automation
Git repository hosting and integration
File upload and management
CI/CD features ("Stack")
Chat and AI assistant

(2) The specific scope of features depends on the plan selected by the Customer in accordance with the current service overview at https://console.nopex.cloud/pricing.

(3) Nopex provides the services exclusively as Software-as-a-Service (SaaS). There is no entitlement to a self-hosted solution.

§ 3 Authorization and Registration

(1) The Platform is intended exclusively for companies and business professionals within the meaning of § 14 BGB (German Civil Code). Use is permitted only for commercial or professional purposes.

(2) By registering, the Customer confirms that it is an entrepreneur within the meaning of § 14 BGB (German Civil Code) and that it uses the Platform exclusively in the course of its commercial or independent professional activity.

(3) The individual registering must be at least 18 years of age and authorized to represent the Customer with binding effect.

(4) The Customer is responsible for the accuracy of its registration data and must update such data without undue delay in the event of any changes. Access credentials must be kept confidential; the Customer is liable for any use of its account unless the Customer is not responsible for the unauthorized use.

(5) User Licenses and Team Accounts. The Customer may, within the scope of its selected plan, assign user licenses to its employees and authorized third parties (e.g., external service providers). The Customer is responsible for ensuring that all users of its account comply with these Terms. The Customer is liable for any breaches by users it has invited as if they were its own actions.

§ 4 Contract Term and Termination

(1) The contract is formed upon completion of registration and selection of a plan. The term is determined by the selected billing period (monthly or annual).

(2) The contract renews automatically for the respective billing period unless terminated before the end of the current period.

(3) Termination may be effected at any time via the Platform or by email to legal@nopex.cloud and takes effect at the end of the current billing period.

(4) The right to extraordinary termination for good cause remains unaffected. Good cause for Nopex exists, in particular, if the Customer materially breaches these Terms and fails to remedy the breach within 14 days of being requested to do so.

(5) Upon termination of the contract, access to the Platform will be suspended. The Customer may export its data within 30 days after the end of the contract; thereafter, such data will be deleted.

§ 5 Prices and Payment

(1) The prices in effect at the time of the order apply as set out on the pricing page at https://console.nopex.cloud/pricing. All prices are exclusive of applicable statutory value-added tax (VAT).

(2) Subscription fees are payable in advance. Payment processing is handled by Stripe Payments Europe, Ltd.

(3) AI features are subject to a credit system. Credits are billed on a consumption basis and automatically reloaded ("Auto-Reload") once the balance falls below a defined threshold. Details of the credit system are set out in the service overview. The Customer may set a monthly spending limit for credits in its account settings. Auto-Reload may be deactivated by the Customer at any time in the account settings.

(4) Nopex may adjust prices with 30 days' prior notice, effective as of the next renewal period. In such case, the Customer may terminate the contract as of the date of the price change.

(5) If the Customer is in default of payment, Nopex is entitled to suspend access to the Platform after issuing a reminder and setting a reasonable grace period. The payment obligation remains in full force.

§ 6 Acceptable Use

(1) The Customer undertakes not to use the Platform for unlawful purposes and not to upload, store, or process any content that violates applicable law.

(2) The Customer must not use the Platform in any manner that impairs its operation, security, or integrity. In particular, automated access beyond the intended use (e.g., scraping, denial-of-service) is prohibited.

(3) The Customer is solely responsible for all content it uploads to the Platform or processes through AI features. This includes inputs to AI agents and the AI assistant.

(4) The Customer must not enter special categories of personal data within the meaning of Art. 9 GDPR (e.g., health data, biometric data, data concerning political opinions) into the Platform. Such data is transmitted to third-party providers in connection with AI features and cannot be separately protected there.

(5) If the Customer breaches the obligations set out in this § 6, Nopex is entitled to temporarily suspend access and — in the case of serious or repeated breaches — to terminate the contract without notice.

§ 7 AI Features

(1) The Platform uses services from third-party AI providers (currently: OpenAI, Anthropic, Google). In connection with the AI features, user inputs and project content are transmitted to these providers for processing.

(2) Nopex does not warrant the accuracy, completeness, or fitness for purpose of any output generated by AI features. AI-generated content may be inaccurate, incomplete, or misleading.

(3) The Customer is obligated to independently review AI-generated output before using or relying on it. The Customer bears sole responsibility for its use of AI-generated output.

(4) Nopex may change the AI providers used at any time and will communicate material changes in an appropriate manner.

(5) No Model Training. Nopex contractually ensures that the AI providers used do not use Customer content (prompts, project data, documents) to train or improve their AI models.

§ 8 Intellectual Property

(1) All rights in and to the Platform — including software, design, trademarks, and documentation — remain with Nopex or its licensors. The Customer receives a non-exclusive, non-transferable right to use the Platform for the duration of the contract.

(2) The Customer retains all rights in the content it uploads (the "Customer Content"). The Customer grants Nopex a simple, non-exclusive license to use the Customer Content for the duration of the contract, to the extent necessary for the provision of the services (including processing by AI providers).

(3) Rights in AI-generated output are governed by applicable law. Nopex does not claim any ownership rights in AI-generated output created on the basis of Customer Content. AI-generated output is made available to the Customer within the Platform functionality. There is no entitlement to separate delivery or export of AI-generated output beyond the features available on the Platform. The data export pursuant to § 4(5) covers Customer Content within the meaning of paragraph (2) but does not include separately generated AI output unless such output is stored as part of the Customer Content.

(4) Feedback. If the Customer provides Nopex with feedback, suggestions, or improvement proposals regarding the Platform, Nopex is entitled to use such feedback without restriction and without any obligation to compensate.

§ 9 Availability and Maintenance

(1) Nopex endeavors to provide the Platform with the highest possible availability but does not guarantee any specific availability or service level. Nopex targets an annual platform availability of 99.5% (measured excluding scheduled maintenance windows). This target is not a legally binding commitment or service level agreement. To the extent a separate service level agreement (SLA) applies to the selected plan, such SLA takes precedence over the provisions of this § 9.

(2) Scheduled maintenance will, where possible, be announced at least 48 hours in advance by email or via the Platform and will preferably be carried out outside of normal business hours.

(3) In the event of security-critical incidents, acute threats to system integrity, or regulatory orders, Nopex is entitled to carry out emergency maintenance without observing the notice period set out in paragraph (2) ("Emergency Maintenance"). Nopex will in such case inform the Customer without undue delay of the Emergency Maintenance, its expected duration, and the reason. Emergency Maintenance periods will not be taken into account when calculating availability pursuant to paragraph (1), provided the Emergency Maintenance was objectively necessary.

(4) Nopex is not liable for temporary unavailability of the Platform due to maintenance, technical disruptions, or force majeure.

§ 10 Limitation of Liability

(1) Nopex is liable without limitation for damages arising from injury to life, body, or health, as well as for intentional misconduct and fraudulent concealment of defects.

(2) In cases of gross negligence, Nopex is liable up to the amount of the foreseeable damage typical for the contract.

(3) In cases of slightly negligent breach of material contractual obligations (cardinal obligations), Nopex is likewise liable only up to the amount of the foreseeable damage typical for the contract. Material contractual obligations are those obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the Customer may regularly rely.

(4) Any further liability of Nopex — regardless of the legal basis — is excluded.

(5) Liability Cap. To the extent liability is not excluded under the preceding paragraphs, it is limited per incident to the net fees paid by the Customer to Nopex in the twelve (12) months preceding the occurrence of the damage.

(6) Nopex is not liable for the accuracy, completeness, or fitness for purpose of AI-generated content (see § 7(2)).

(7) The foregoing limitations of liability also apply in favor of the legal representatives, employees, and vicarious agents of Nopex.

(8) Liability under the German Product Liability Act (Produkthaftungsgesetz) remains unaffected.

(9) Indemnification. The Customer shall indemnify and hold harmless Nopex, its managing directors, employees, and vicarious agents from and against all claims, damages, costs, and expenses (including reasonable attorneys' fees) asserted by third parties against Nopex arising from (i) any use of the Platform by the Customer or its users that is in breach of contract or unlawful, (ii) content uploaded by the Customer, or (iii) any breach of these Terms.

§ 11 Data Protection

The processing of personal data is carried out in accordance with the Privacy Policy available at https://console.nopex.cloud/privacy. To the extent Nopex processes personal data on behalf of the Customer, the parties shall enter into a Data Processing Agreement (DPA) pursuant to Art. 28 GDPR.

Data Processing. To the extent Nopex processes personal data on behalf of the Customer in the course of providing the services, the conclusion of a Data Processing Agreement (DPA) pursuant to Art. 28 GDPR is required. The Customer may request the conclusion of a DPA by email to privacy@nopex.cloud. Nopex will thereupon provide the Customer with a DPA in text form (§ 126b BGB (German Civil Code)) for signature. The use of the Platform for the processing of third-party personal data requires the conclusion of a DPA.

International Data Transfers. For the provision of AI features, data is transferred to processors in third countries (in particular the United States). Nopex ensures that appropriate safeguards pursuant to Art. 46 GDPR (in particular EU Standard Contractual Clauses) are in place for such transfers.

Complete data protection information is available in the Privacy Policy at https://console.nopex.cloud/privacy.

§ 12 Amendments to these Terms

(1) Nopex is entitled to amend these Terms with effect for the future, provided such amendment is objectively justified (e.g., due to changes in the legal framework, new features, or changed market conditions).

(2) Material amendments to these Terms (in particular changes to the service description, prices, liability provisions, and data protection provisions) will be notified to the Customer by email at least 30 days before they take effect. Non-material amendments (in particular editorial corrections, clarifications, and the addition of new features without restricting the Customer's existing rights) will be notified with at least 14 days' notice. If the Customer does not object within the applicable notice period after receipt of the notification and continues to use the Platform after expiration of the notice period, the amended Terms shall be deemed accepted. This legal consequence will be expressly noted in the notification.

(3) Nopex will inform the Customer in the amendment notification of the right to object and the associated legal consequences.

§ 13 Governing Law and Jurisdiction

(1) The laws of the Federal Republic of Germany apply, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

(2) The exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is Karlsruhe, to the extent permitted by law.

§ 14 Final Provisions

(1) Should any provision of these Terms be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be replaced by a valid provision that most closely reflects the economic purpose of the invalid provision.

(2) The failure to enforce any provision of these Terms shall not constitute a waiver of the right to enforce such provision at a later time.

(3) Ancillary agreements, amendments, and supplements to this contract require text form (§ 126b BGB (German Civil Code)). This also applies to the waiver of this text form requirement.