Klex Cloud terms of service

1. Who we are and what these Terms cover

Klex Cloud is provided by stagewise GmbH, Obernstraße 50, 33602 Bielefeld, Germany. We are registered at Amtsgericht Bielefeld under HRB 45829, with VAT ID DE369314771. Our managing directors are Glenn Töws and Julian Götze. Contact us at support@klex.bot.

These Terms govern the Klex Cloud services made available under your agreement, including hosted AI agents ("Klex Bots" or "Bots"), Klex Machines, APIs, integrations and account functions, together called "Cloud". The applicable service description identifies what is included and whether it is paid or unpaid. These Terms do not govern stagewise IDE or replace self-hosted software licences, including Apache License 2.0 rights.

Each Cloud organization is a customer workspace with its own Cloud agreement and billing relationship. "You" or "Customer" means the individual, legal entity or partnership with legal capacity identified as the contracting business customer for that organization. A Cloud organization is not itself a separate legal entity merely because it is a workspace. All Bots and Cloud services operate through an organization under its agreement. "Users" are people you authorize to access or use Cloud for that organization, including administrators and members. A User account may access multiple organizations without combining their agreements. "Customer Content" is information you provide or generate through Cloud, including instructions, files, memory and configuration. An "Order" records an agreed service commitment or paid-usage authorization; it is not necessarily a separate contract.

2. Eligibility and accounts

Cloud is offered exclusively to Customers acting in the course of their trade, business or independent professional activity. Contracts for private consumer purposes are not offered or permitted. Companies, sole proprietors and freelancers are eligible; incorporation or a VAT ID is not required. By entering the agreement, you confirm your business or professional status for that agreement.

Individuals entering an agreement or accepting these Terms for a Customer must be at least 18 and legally able to contract. If you act for a Customer, you must have authority to bind that Customer; a technical account role alone does not establish that authority.

Keep account information accurate, protect credentials and promptly report suspected unauthorized access. Give permissions only to authorized people. Your administrators may manage resources and billing within their assigned permissions. You must inform all Users of these Terms and incorporated policies and ensure their compliance with the access, use, security and confidentiality requirements relevant to their activity. Membership alone does not make a User the Customer or personally liable for the organization's charges. You are responsible for your Users' authorized use and your own account-security duties. Responsibility for unauthorized acts depends on applicable law and each party's conduct, including our own security failures.

3. Agreement and contract documents

A separate continuing Cloud agreement forms for each organization when you or your authorized representative accept these Terms for the identified Customer and we confirm the organization's creation or activation. Registration or joining an organization does not itself make a User its Customer, merge agreements or transfer billing obligations. Credit purchases fund the corresponding organization. Activating or changing a paid resource authorizes disclosed charges within that agreement, not automatically a separate contract. Separately agreed commitments remain binding. We provide the information, input-correction facilities and electronic receipt acknowledgments required by applicable law, and make the contract terms available for retrieval and storage.

The following documents form part of this agreement in their applicable agreed versions:

• Service and billing conditions and the applicable service description or Order.
• Acceptable Use Policy.
• Klex Cloud Data Processing Agreement.
• EU Data Act switching addendum, for covered services.

The DPA governs personal data we process on behalf of the contracting Customer for the organization covered by this Cloud agreement. It is automatically incorporated and becomes binding when you accept these Terms and that agreement takes effect, without separate signature or acceptance. The DPA version made available with these Terms at acceptance applies; subsequent changes follow section 14 and applicable law.

Individually agreed terms prevail for their subject. The DPA prevails for instructed personal-data processing, subject to mandatory transfer-clause precedence. The switching addendum prevails for covered switching matters, then applicable service-specific conditions, then these main Terms. Mandatory law takes precedence. An SLA or enterprise commitment applies only if separately agreed.

The Privacy Policy explains processing for our own purposes; it is not general consent or a substitute for the DPA. Contract communications are in English, subject to mandatory language rights.

4. Services, dependencies and previews

The applicable offering identifies functionality, resource limits, dependencies and charges. An unpaid offering is not a promise of perpetual free access, but introducing charges under an existing agreement requires a lawful basis and payment authorization.

Model access and connected services may be supplied by you or included in an expressly purchased Cloud offering. Unless included, you contract with and pay the external provider directly and must maintain the necessary access rights. Independent providers may change models, capabilities, availability, permissions, quotas and terms. We do not control their models' internal operation or individual outputs. This does not excuse agreed integration duties or responsibility for suppliers performing our obligations. Sections 5 and 13 govern AI outcomes and liability; the DPA governs instructed personal-data processing.

Unless separately agreed, there is no uptime, response-time or restoration-time SLA. We also give no guarantee of uninterrupted or error-free operation or compatibility with every external model or integration unless separately agreed. Features offered as preview, beta or evaluation may change or be withdrawn under the applicable service-change rules and have no separate production-level support commitment. Agreed service commitments and section 13 remain applicable.

5. Autonomous Bots, permissions and supervision

Bots use AI models whose behavior can be unpredictable, inconsistent, inaccurate or inappropriate. They may misunderstand instructions, hallucinate, make poor decisions or execute unintended actions. Prompt injection, malicious external content, tool responses and model failures can influence them. Identical instructions need not produce identical results. We do not guarantee the correctness, reliability, appropriateness or successful completion of individual Bot decisions or actions, or a business outcome.

You are responsible for selecting, configuring, instructing, authorizing, operating and supervising your Bots and for using lawful instructions, authorized accounts and data. By enabling Bots to act through accounts, integrations, tools and permissions you provide or authorize, you assume, to the extent permitted by law and subject to section 13, the inherent risks of autonomous actions within that granted access, including actions not individually instructed and actions with unintended results. This includes messages, disclosures, file or data changes and deletion, code execution, external-system interactions, purchases and commitments, with possible financial, operational, reputational or other harm. Set permissions, access restrictions, oversight and safeguards appropriate to those risks. Bots have no separate legal personality; delegated actions may nevertheless bind you under applicable law. This allocation does not excuse our breaches, including a failure to enforce agreed permission or approval limits.

Do not rely on Bots as the sole decision-maker, operator or safeguard where an error or unintended action could cause substantial financial, operational, legal, privacy, security or physical harm. Examples include significant financial commitments, irreversible changes to critical infrastructure or data, and decisions affecting legal rights, employment, credit or medical treatment. Such uses require appropriate human oversight, independent verification and access restrictions. Ordinary professional use and business automation remain permitted within these limits and the Acceptable Use Policy, which prohibits safety-critical physical control.

Approval features, permission controls and confirmations are additional safeguards, not a guarantee that every harmful or unintended action will be prevented. Do not assume every action requires or receives human approval. For high-impact operations, do not rely solely on Cloud's controls; apply independent restrictions in connected systems where needed. Completed actions may be irreversible, and revoking access does not undo them. These warnings do not override any expressly agreed requirement that an action cannot execute without approval.

Section 13 governs liability, including for breaches of our platform obligations.

6. Acceptable use

Comply with the Acceptable Use Policy and applicable law, including export-control and sanctions restrictions. We may address violations under section 12.

7. Charges and prepaid balance

Usage, prepaid balance and billing are attributed to the corresponding organization. You authorize paid usage for that organization at the prices and metering terms disclosed for it. Charges accrue for authorized services, including separately agreed storage, until the relevant chargeable service ends. Credit purchases do not themselves create a recurring subscription or start new resources. Existing resources may continue consuming balance under their agreed terms.

Credits are nontransferable prepaid value for Cloud, not a means of paying third parties. Purchased credits are not redeemable for cash while the agreement remains active, except where required by law. When the corresponding Cloud agreement ends, we return unused purchased value after deducting lawful accrued charges, without undue delay. Promotional value is not refundable in cash.

Automatic top-ups require separate authorization and may be revoked for future payments. Saving a payment method alone is insufficient. We may suspend paid resources or top-ups for insufficient funds or a justified payment review under section 12. Resumption and retention follow the applicable service conditions, not a promise of automatic restart or free inactive storage.

We may set new prices for future purchases and new usage authorizations, disclosed before you commit. Existing rates and fixed commitments change only by agreement or an applicable valid adjustment mechanism, not merely by publishing a price list. Changes do not reprice completed usage or reduce existing prepaid value. The service and billing conditions govern purchase details and promotional credits.

Report payment or metering errors to support@klex.bot. We investigate relevant records and correct established errors; no special short reporting deadline removes statutory claims.

8. Content, output and confidentiality

You retain your rights in Customer Content. You grant us non-exclusive permission to host, process, store and transmit it only as needed to supply the agreed service, provide necessary support and security, and comply with law, subject to the DPA. Authorized suppliers may assist within those limits. We do not use Customer Content to train our models or independently exploit Bot content or memory. Customer-selected providers have their own practices and settings.

As between you and us, you retain any rights you have in generated output. Output may be non-unique, unprotected or subject to third-party rights. Verify lawful input and output use. Our software, trademarks and third-party rights remain protected; open-source rights are unchanged.

Each party must protect the other's confidential information with reasonable care, limit access to recipients who need it and owe appropriate confidentiality duties, and use it only for the agreement, lawful rights or legal compliance. This includes Customer Content and information reasonably understood as confidential. The duty excludes information demonstrably public without breach, already lawfully known, independently developed or lawfully received without restriction. Required disclosure is limited to what the law requires, with notice where lawful and reasonable protection efforts. Confidentiality continues while the information remains confidential, without displacing personal-data duties or retention limits.

9. Privacy and security

The Privacy Policy explains processing for our own purposes. The incorporated DPA automatically governs personal data we process on the Customer's documented instructions for the organization covered by this agreement, including agreed security measures, subprocessors and transfers.

Each party retains its own legal duties. We must provide appropriate security under applicable law and the agreed measures; no unagreed certification or security guarantee is implied.

10. Service evolution

We may add, modify, replace or discontinue features, integrations, supported models and underlying infrastructure to address legal or security requirements, maintain interoperability, manage capacity, replace obsolete components, or improve performance, reliability or operational efficiency. These changes must be proportionate to their purpose and must not materially reduce agreed essential functionality or override fixed commitments. Optional features do not become separately guaranteed commitments merely by being available. We give notice where contract or law requires it.

Changes outside this authority require agreement or lawful termination of the affected service. Discontinuation of contracted services follows section 12. Prices and amendments to contractual rights are governed by sections 7 and 14.

11. Backups and exceptional events

Maintain independent copies appropriate to your needs where technically and lawfully possible. Backup, historical recovery and restoration commitments exist only to the extent agreed or legally required. This allocation does not excuse our storage or security failures, narrow required data-return rights or change section 13's liability rules.

If an exceptional event beyond our reasonable control prevents performance despite reasonable precautions, we may suspend only the affected performance for the period and extent permitted by law. We must notify you as reasonably practicable and take reasonable mitigation measures. This clause does not excuse our own fault, override section 13, authorize charges for unsupplied services without a lawful basis, or remove statutory remedies and termination rights.

12. Restriction, termination and exit

We may restrict affected content, connections or services to the extent reasonably necessary for insufficient payment, reasonably suspected fraud or misuse, compromised credentials, security threats or urgent technical risks, or legal and sanctions requirements. Dependency failures justify restriction only where necessary to address an actual inability or material risk. Measures must be proportionate. We may act without advance notice where immediate action is justified or legally required; required reasons, review and remedy opportunities still apply. Termination for important cause remains subject to applicable law, including any required warning or opportunity to cure.

You or your authorized representative may terminate the Cloud agreement for an identified organization through available controls or at support@klex.bot. Termination covers that organization's services and settlement under section 7, not agreements for other organizations, even if they share Users or the same contracting Customer. Ordinary termination has no minimum notice period under these Terms, subject to an expressly agreed fixed commitment and mandatory law. Stopping a Bot or Klex Machine, cancelling a resource commitment, leaving an organization, deleting data, closing a User account and terminating an organization's agreement are distinct; one does not automatically perform all the others.

We may ordinarily terminate an indefinite agreement or discontinue a service by notice, subject to fixed commitments and the notice, switching and retrieval requirements of the applicable contract and law. Discontinuation does not cancel accrued remedies or settlement obligations.

Retention and deletion follow the Service and billing conditions, any additional agreed service conditions, the DPA and mandatory rights. There is no general promise of indefinite storage. Request required return, switching or retrieval at support, without needing continued account access. We may verify authority and use secure delivery; secrets or private keys are neither automatically disclosed nor excluded from duties the law requires. The Data Act Switching Addendum governs covered switching and retrieval rights.

Deletion or closure does not cancel lawful accrued charges, refunds or disputes. Section 7 governs unused purchased value. Required financial, security and claim records may be retained only for justified purposes, not as an entire live account. Confidentiality and other duties that must continue survive termination.

13. Liability

We are liable without contractual limitation for intentional misconduct and gross negligence, injury to life, body or health, mandatory product liability, and any other liability that cannot lawfully be excluded or limited. Liability under an expressly assumed guarantee follows that guarantee and applicable law.

For ordinary negligence, we are liable for breach of an essential contractual duty. An essential duty is one whose performance is necessary for proper fulfillment of the agreement and on whose performance you may ordinarily rely. Liability in these cases is limited to losses foreseeable when the contract was formed and typical for that type of agreement. Liability for ordinary negligence in breach of other duties is excluded. These limitations do not apply to the unlimited-liability cases above or where mandatory law requires otherwise.

Our aggregate liability for ordinary negligence in breach of essential contractual duties affecting paid hosting resources is additionally limited, per damaging event, to 100% of the monthly rental price of the affected Klex Bot, Klex Machine or other paid hosting resource. If multiple independently billed resources are directly affected, their monthly rental prices are combined. The same underlying resource is counted only once, including where a Bot uses a Machine. All claims attributable to the same damaging event share this cap, regardless of their number or legal basis. Unrelated damaging events have separate caps.

The monthly rental price is the agreed resource rental price applicable when the damaging event occurred. For an hourly-billed resource, its monthly equivalent is the agreed hourly rental rate multiplied by 720 hours. Prepaid-credit balances, top-up amounts and unrelated charges are not part of the calculation. If the pricing structure does not permit a meaningful monthly rental equivalent for an affected resource, no numerical cap under this section applies to liability attributable to that resource; the preceding foreseeable, contract-typical loss limitation remains subject to the exceptions below.

The numerical cap does not apply to the unlimited-liability cases above or liability under an expressly assumed guarantee to the extent that the guarantee or mandatory law requires otherwise. It does not limit mandatory repayment, refund or data-protection rights, including rights under applicable international-transfer clauses.

We undertake the agreed platform services, not a guarantee of individual AI outcomes under section 5. Subject to the unlimited-liability cases above and mandatory law, we are not liable for losses attributable solely to inherent AI behavior or Customer use described in section 5, including autonomous actions within Customer-granted permissions, where no breach of our contractual or statutory obligations contributes to the loss. This does not exclude liability for failures of agreed platform functionality, including permission or approval enforcement, or other duties we owe.

We remain responsible for third parties used to perform our duties to the extent required by law. You do not have to pursue a model provider before asserting a valid claim against us. These Terms do not change statutory burdens of proof.

14. Amendments, notices and law

We may correct editorial errors without changing contractual rights and offer revised terms for future agreements and purchases. Operational changes under section 10 are distinct from amendments to agreed rights. Changes to an existing agreement or incorporated policy take effect only by agreement or another applicable lawful basis, with notice or consent where required. Publication, silence or continued use alone is not deemed acceptance. These Terms apply to new agreements and to existing agreements only after lawful incorporation or amendment; they do not retrospectively change a Customer's status or commitments.

Contract notices may be electronic except where a required form or delivery method applies. Send notices and complaints to support@klex.bot or the postal address in section 1.

German law governs. If the Customer is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the courts in Bielefeld, Germany have exclusive jurisdiction for disputes arising from the agreement, except where mandatory jurisdiction rules apply. In other cases, statutory jurisdiction applies.