Terms of Service

§ 1 Scope and B2B Clarification

(1) These Terms of Service govern the use of the website jardis.io and the documentation at docs.jardis.io (together the “Website”) as well as the commercial software “Jardis Builder” (the “Builder”) between the user and Headgent GmbH, Heinrich-Peiffer-Straße 5, 41540 Dormagen, Germany, registered with the commercial register of the local court (Amtsgericht) of Neuss under HRB 24129, represented by its managing director Rolf Beab (“Headgent”).

(2) Use of the Website and the Builder is reserved exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law. By registering and/or using the services, the user confirms that it acts in such capacity. Use by consumers within the meaning of section 13 BGB is not permitted. Provisions on consumer protection, in particular any statutory right of withdrawal, do not apply.

(3) Deviating, conflicting or supplementary terms of the user shall only become part of the contract if and to the extent that Headgent has expressly agreed to their application in text form.

(4) These Terms of Service apply in the version valid at the time the contract is concluded or renewed. The version applicable at the time of conclusion is made available for retrieval as part of the ordering process.

§ 2 Contracting Parties and Merchant of Record

(1) The contracting party for the provision of the Website and the licensing of the Builder is Headgent GmbH as licensor and producer of the software.

(2) Paid orders (subscriptions and one-off purchases) are processed by Polar Software Inc., 2261 Market Street #4438, San Francisco, CA 94114, USA (“Polar”) acting as Merchant of Record. Polar legally acts as the seller of the licences vis-à-vis the user, concludes the purchase contract for the respective licence, collects the consideration, issues the invoice, remits applicable taxes and duties and is responsible for payment compliance.

(3) Headgent provides the software, grants the rights of use to the Builder pursuant to these Terms of Service and is responsible for the technical performance of the service. For questions regarding software, licence and use, Headgent (info@headgent.com) is the point of contact. For questions regarding payment, invoicing, tax statements, refund requests or payment methods, Polar is the point of contact; such requests must be addressed via the contact channels set out in the order confirmation issued by Polar.

(4) By placing a paid order, the user additionally accepts the terms and conditions of Polar in their version applicable at the time of purchase.

(5) Any warranty and defect-related claims of the user in respect of the Builder are directed exclusively against Headgent. To the extent that such claims arise against Polar under the civil-law construction of the purchase contract, Polar hereby assigns such claims in advance to Headgent, or Headgent undertakes to fulfil such claims towards the user in its own name. The user may contact Headgent directly regarding defects in the Builder.

§ 3 Description of Services

(1) The Builder is software for generating source code based on hexagonal architecture patterns and Domain-Driven Design. It is executed entirely locally on the user's machine. No source code, domain models or other content processed by the user is transmitted to servers operated by Headgent or third parties.

(2) The Builder distinguishes the following processing types (“Runs”):

• Discovery Run: local generation of definition files; executed without server interaction and included in the paid plans without quantity restrictions.
• Structure Build: local generation of a hexagonal code structure and skeleton; executed without server interaction and included in the paid plans without quantity restrictions.
• Platform Build: local generation of a platform-specific implementation. Each execution involves a server-side validation of the API key and a deduction from the agreed quota.

(3) During API key validation only the user's API key, a run counter and technical metadata are transmitted to servers operated by Headgent in the Federal Republic of Germany (Hetzner Online GmbH). Further details are set out in the Privacy Policy.

(4) Unavailability of the validation servers does not affect the execution of Discovery Runs and Structure Builds; only Platform Builds cannot be executed temporarily in such case.

§ 4 Open-Source Components (Foundation and Kernel)

(1) The components designated as “Jardis Foundation” and “Jardis Kernel” of the Jardis ecosystem are provided as open source under the Polyform Shield Licence 1.0.0. They are not subject to the paid licence under these Terms of Service.

(2) Use of the Foundation and the Kernel is governed exclusively by the Polyform Shield Licence 1.0.0. This licence in particular permits commercial use but prohibits use for the development of products that compete with the products of Headgent. Competing products within the meaning of these Terms of Service shall mean exclusively software products which at their core provide the same key functionality as the Jardis Builder, in particular code generators that produce source code, structures or skeletons based on Domain-Driven Design and hexagonal architecture and target the same audience. The full licence text is available at polyformproject.org/licenses/shield/1.0.0.

(3) Where the code generated by the Builder contains or incorporates components of the Foundation or the Kernel, the Polyform Shield Licence 1.0.0 applies to such components as well.

§ 5 Registration and User Account

(1) Use of the Builder requires the creation of a user account. The user shall provide truthful and complete information upon registration and keep it up to date at all times. Declarations by Headgent sent to the email address last provided by the user shall be deemed received if the user has, in breach of its obligations, failed to update the email address.

(2) Login credentials and API keys must be kept confidential and protected against access by third parties. The user is liable for all activities carried out under its account or with its API key insofar as the user is at fault. In case of suspected unauthorised use, the user shall notify Headgent without undue delay.

(3) Headgent is entitled, following prior warning with a reasonable period, to suspend the user account if there are substantiated indications of a breach of these Terms of Service, in particular of the Acceptable Use Policy under § 13. In cases of serious breaches or urgency (in particular where imminent damage to Headgent or third parties is threatened), immediate suspension without prior warning is permissible.

§ 6 Free Trial

(1) Headgent offers a free trial access (“Trial”) with a term of seven (7) days from activation. The Trial includes one (1) Platform Build; Discovery Runs and Structure Builds may be used without quantity restrictions.

(2) Activation of the Trial does not require the provision of any payment method. The Trial ends automatically upon expiry of its term and is not converted into a paid subscription without the user's express consent.

(3) Headgent reserves the right to grant only one Trial per user and per company. For these purposes, affiliated companies of the user within the meaning of sections 15 et seq. of the German Stock Corporation Act (AktG) are deemed to form a single company. Headgent is entitled to terminate Trials without prior notice in cases of suspected abuse, repeated applications by the same company, or in the event of a breach of § 13.

§ 7 Plans and Pricing

(1) Paid use of the Builder is offered under one of the following plans: “Jardis Base”, “Jardis Pro”, one-off purchase of a Platform Build, or “Enterprise”. The respective scope of services and the current prices are set out on the pricing page at jardis.io/pricing in the version applicable at the time of purchase. The decisive price for the conclusion of the contract is the price shown to the user in the Polar order process and confirmed by the user.

(2) All prices are stated net in Euro plus statutory value added tax and any other statutory levies. The actual tax statement depends on the circumstances determined by the Merchant of Record (Polar).

(3) Platform Build quotas included in the Base and Pro plans relate to the respective billing month and expire at the end of such month without entitlement to carry-over or refund. One-off purchase Runs do not expire.

(4) Enterprise plans are offered on the basis of individual agreements. The terms applicable to the Enterprise plan, including service levels, support and remuneration, are governed by the respective individual agreement; these Terms of Service apply supplementarily.

§ 8 Payment Processing

(1) Payment of the consideration is made exclusively via the Merchant of Record Polar in accordance with § 2. Polar offers the payment methods displayed during the order process.

(2) Invoicing is carried out electronically by Polar as part of the ordering and renewal process. Retention of invoices is subject to the applicable statutory provisions.

(3) For subscriptions, the consideration for the upcoming billing period is collected in advance. In the event of an unsuccessful payment, the user shall first be requested to pay; upon expiry of a reasonable grace period without successful payment, Headgent is entitled to suspend access to the Builder until the outstanding amount is settled.

§ 9 Term, Renewal and Termination

(1) The contract for a subscription begins upon confirmation of the order by Polar or upon provision of access by Headgent.

(2) Monthly subscriptions automatically renew for further periods of one (1) month. They may be cancelled by the user at any time effective as of the end of the current billing month, via the user account or the Polar customer area.

(3) Annual subscriptions automatically renew for further periods of one (1) year. They may be cancelled by the user effective as of the end of the respective contract term.

(4) The right to extraordinary termination for good cause pursuant to section 314 BGB remains unaffected for both parties. Good cause exists in particular in the event of a material breach of these Terms of Service, in particular the Acceptable Use Policy under § 13.

(5) Notices of termination must be made in text form (section 126b BGB). The cancellation function provided in the user account or in the Polar customer area satisfies the text form requirement.

§ 10 No Refund

(1) All licences and Runs are immediately provided as digital content upon activation. Refunds of payments already made are excluded in B2B commerce, unless a statutory right to a refund exists or Headgent or Polar expressly agree otherwise in an individual case.

(2) In the event of an ordinary termination, access remains in place until the end of the paid billing period. Pro rata refunds are not granted.

(3) One-off purchase Runs constitute digital content available for immediate use upon purchase and are not refundable.

§ 11 Licence and Scope of Use

(1) Headgent grants the user, for the duration of the respective contract, a simple, non-exclusive, non-transferable and non-sublicensable right to use the Builder within the scope of the agreed plan in the course of its internal business operations.

(2) The licence is bound to the user's company. Within the company, up to five (5) natural persons may use the Builder under the account, provided that they act for the company as employees, corporate officers or freelancers engaged for the operation of the business. The licence is not structured as a named-user licence; the permitted users may change within the company. For teams with more than five users, Enterprise terms apply on the basis of an individual agreement (§ 7 (4)).

(3) Any transfer, rental, marketing, sublicensing or other provision of the Builder or the API key to third parties outside the user's own company is not permitted.

(4) Upon termination of the contractual relationship, the right to use the Builder lapses. Code already generated by the user via the Builder remains unaffected pursuant to § 12.

§ 12 Rights to the Generated Code

(1) All rights in the source code generated by the Builder (Discovery Runs, Structure Builds and Platform Builds) belong exclusively to the user. Headgent does not assert any claims to the code generated for the user.

(2) Insofar as the generated code contains or incorporates components of the Jardis Foundation or the Jardis Kernel, the Polyform Shield Licence 1.0.0 pursuant to § 4 applies to such components. To the extent that the code contains other components provided through the Builder as part of the subscription, such components are covered by the scope of the licence under § 11.

(3) The user is entitled to use, reproduce, modify and integrate the generated code into its own products on a perpetual basis, to the extent this does not conflict with the restrictions under § 4 and § 13.

§ 13 Acceptable Use Policy

The user undertakes to use the Builder, the Website and the related services exclusively in accordance with the contract. In particular, the user shall not:

• reverse engineer, decompile or disassemble the Builder or any part thereof, except where such acts are mandatorily permitted by law, in particular under sections 69d and 69e of the German Copyright Act (UrhG); the user's mandatory rights under sections 69d and 69e UrhG (use in accordance with the intended purpose, error correction, creation of a back-up copy, decompilation for the purpose of interoperability) remain unaffected;
• use the Builder for the development, distribution or provision of software products that compete with the Builder; competing products shall exclusively mean products within the meaning of § 4 (2) (code generators based on Domain-Driven Design and hexagonal architecture that target the same audience);
• pass on, lease, sell or sublicense the Builder or the API key, in whole or in part, to third parties;
• circumvent, disable or manipulate the mechanisms of API key validation, run quotas or other protective mechanisms;
• carry out automated scraping, mass or abusive requests against the validation servers or the Website;
• use the Builder to commit unlawful acts, to develop malware or to infringe rights of third parties;
• use, imitate or disparage the “Jardis” trade mark or other identifiers of Headgent outside the contractually granted use.

§ 14 Availability and Support

(1) Headgent operates the Website and the validation servers required for Platform Builds with industry-standard care on a best-effort basis. No specific availability is warranted under the Base and Pro plans. Maintenance windows and short-term interruptions, in particular for updates and security measures, are permitted.

(2) Since Discovery Runs and Structure Builds are executed entirely locally and without server involvement, outages of the validation servers only affect the execution of Platform Builds.

(3) For Enterprise plans, deviating service levels (SLA), response times and support services may be agreed in the individual agreement.

(4) Technical enquiries shall be directed to info@headgent.com. Apart from individually agreed SLAs, no entitlement to a response within specific time frames exists.

§ 15 Changes to Services and Prices

(1) Headgent is entitled to further develop, modify or discontinue individual functions of the Builder at its reasonable discretion, provided that the main contractual purpose is not adversely affected and this is reasonable for the user taking into account the interests of Headgent. If such a change significantly restricts or discontinues a function used by the user to a material extent, measured by objective standards, the user is entitled to an extraordinary right of termination effective as of the date on which the change takes effect. Headgent shall announce material changes in text form at least six (6) weeks in advance and shall draw attention to the right of termination in the notice.

(2) Headgent is entitled to adjust the fees for ongoing subscriptions in order to reflect changes in costs. Cost-relevant factors include in particular changes to hosting and infrastructure costs, licence costs for third-party software used, personnel costs and statutory levies. A price adjustment shall be announced to the user in text form at least six (6) weeks before it takes effect. In the event of a price increase exceeding the increase of the consumer price index since the last price adjustment, the user is entitled to an extraordinary right of termination effective as of the date on which the price adjustment takes effect; Headgent shall expressly draw attention to the right of termination in the notice.

§ 16 Warranty

(1) Headgent warrants that the Builder substantially performs the functions documented in the then-current service description. Fitness for a particular use or business purpose is not warranted unless expressly agreed in text form.

(2) Defects must be notified without undue delay in a comprehensible form, in particular stating the information required for reproduction. Headgent is initially entitled to remedy the defect.

(3) Where the Builder is provided as part of an ongoing subscription (Jardis Base, Jardis Pro, Enterprise), the statutory provisions on lease agreements (sections 535 et seq. BGB) apply to the warranty. The user's statutory rights in respect of a defect, in particular the right to remedy of the defect and the right to reduce the rent pursuant to section 536 BGB, remain unrestricted for the entire term of the contract.

(4) For the one-off purchase of Platform Builds, the statutory warranty under sales law (sections 434 et seq. BGB) applies. For one-off purchase Runs, claims for defects shall be time-barred within twelve (12) months from the statutory commencement of the limitation period.

(5) Claims for damages by the user on grounds of a defect shall be time-barred, without prejudice to § 17, within twelve (12) months from knowledge of the defect and the damage, but at the latest upon expiry of the statutory maximum limitation periods. The shortening does not apply to claims resulting from injury to life, body or health, to claims based on intent or gross negligence or in the event of the assumption of a guarantee.

(6) No warranty is given for defects resulting from improper use, modifications by the user or third parties, or a faulty system environment on the user's side.

§ 17 Liability

(1) Headgent is liable without limitation for damages resulting from injury to life, body or health that are based on a negligent or intentional breach of duty, as well as for any other damages based on intent or gross negligence. Headgent is also liable without limitation under the German Product Liability Act (Produkthaftungsgesetz) and within the scope of any guarantee assumed.

(2) For damages resulting from the breach of material contractual obligations (cardinal duties), the fulfilment of which is essential for the proper performance of the contract and on the observance of which the contracting party may regularly rely, Headgent is liable in the case of slight negligence limited in amount to the foreseeable damages typical of the contract.

(3) Liability of Headgent for damages within the meaning of paragraph 2 is additionally limited to a maximum amount equal to the fees actually paid by the user to Polar (as Merchant of Record for Headgent) in the twelve (12) months preceding the event giving rise to liability, but not less than EUR 5,499. The minimum amount corresponds to the foreseeable damages typical of the contract assuming use of the highest standard plan over a period of twelve months.

(4) Otherwise, subject to paragraphs 1 to 3, the liability of Headgent is excluded. The strict liability for defects existing at the time the contract was concluded pursuant to section 536a (1) alt. 1 BGB is excluded.

(5) Data backup, in particular the regular backup of the code locally generated by the Builder and of the account-related data managed in the user account, is the responsibility of the user. Liability for loss of data is limited to the typical recovery effort that would have been incurred had the data been backed up properly and regularly.

(6) The above limitations of liability also apply in favour of the legal representatives, vicarious agents and employees of Headgent.

§ 18 Data Protection

Processing of personal data is carried out in accordance with the provisions of the General Data Protection Regulation (GDPR) and the German Federal Data Protection Act (BDSG). Details are set out in the Privacy Policy.

§ 19 Confidentiality

(1) The parties undertake to keep confidential all confidential information of the other party that becomes known to them in the course of the contractual relationship, to use it only for contractual purposes and not to disclose it to third parties. The confidential information of Headgent includes in particular the functioning of the Builder, technical implementation details and non-public documentation.

(2) The confidentiality obligation does not apply to information that is demonstrably publicly known, was already known to the receiving party, or is received from third parties without breach of this agreement.

(3) The confidentiality obligation continues for a period of three (3) years beyond the end of the contractual relationship.

(4) The provisions of the German Trade Secrets Act (GeschGehG) remain unaffected.

§ 20 Force Majeure

Neither party shall be liable for non-performance or delay of contractual obligations to the extent such non-performance or delay results from circumstances of force majeure. Force majeure includes, in particular, natural disasters, war, riots, strikes, governmental orders, pandemics and large-scale failures of telecommunications or internet infrastructure. If a force majeure event continues for more than 90 days, either party shall be entitled to extraordinary termination.

§ 21 Data Export and Account Deletion

(1) Following termination of the contractual relationship, the user may export its account-related data within a period of thirty (30) days following the end of the contract. The export is provided in a common, structured and machine-readable format (in particular JSON or CSV). Upon expiry of this period, Headgent is entitled to delete the user account and the associated account-related data.

(2) Statutory retention obligations, in particular under section 147 of the German Fiscal Code (AO) and section 257 of the German Commercial Code (HGB), remain unaffected. During the retention period, the relevant data is blocked.

(3) Retention of invoicing and payment data is carried out by the Merchant of Record Polar in accordance with its terms and applicable statutory requirements.

§ 22 Amendments to these Terms of Service

(1) Headgent is entitled to amend these Terms of Service with effect for the future, where this is necessary for valid reasons, in particular due to changes in the legal situation, supreme court rulings, technical changes or an extension of the range of services offered, and the user is not unreasonably disadvantaged thereby. Amendments affecting the main contractual obligations of the parties or the agreed prices are not permitted under this § 22; § 15 remains unaffected.

(2) Amendments shall be announced to the user in text form at least six (6) weeks before they are scheduled to take effect. If the user does not object to the amendments in text form within six (6) weeks after receipt of the notice of amendment, the amendments shall be deemed approved. The user shall be specifically and prominently informed of this consequence, of the right to object and of the extraordinary right of termination under paragraph 3 in the notice of amendment.

(3) In the event of a timely objection, the user is entitled to an extraordinary right of termination effective as of the date on which the amendment takes effect. Alternatively, Headgent shall be entitled to terminate the contractual relationship by ordinary notice with effect as of the date on which the amendment takes effect.

§ 23 Export Control

(1) The use of the Builder may be subject to national and international export and embargo laws, in particular Regulation (EU) 2021/821 on dual-use items as well as applicable US export and sanctions regulations (e.g. EAR and OFAC regulations).

(2) The user is itself responsible for compliance with the export, re-export and embargo provisions applicable to it and warrants that it will not use the Builder in countries, for persons or for purposes prohibited or restricted under applicable provisions.

§ 24 Final Provisions

(1) The contractual relationship is governed exclusively by the law of the Federal Republic of Germany, excluding the United Nations 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 these Terms of Service is, to the extent legally permissible, Neuss, Germany. Headgent is additionally entitled to bring an action against the user at its general place of jurisdiction.

(3) The place of performance for all obligations under this contractual relationship is the registered office of Headgent GmbH in Dormagen.

(4) The user may set off claims only with undisputed or finally adjudicated claims. The assertion of a right of retention is only permitted with respect to counterclaims arising from the same contractual relationship.

(5) Transfer of rights and obligations under the contractual relationship by the user to third parties requires the prior consent of Headgent in text form. A transfer to a company affiliated with the user within the meaning of sections 15 et seq. AktG is permissible without separate consent, provided Headgent is informed thereof in text form in good time.

(6) Amendments and additions to these Terms of Service as well as all legally relevant declarations require text form.

(7) Should individual provisions of these Terms of Service be or become invalid or unenforceable, in whole or in part, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by the legally permissible provision that comes closest in economic terms to the purpose pursued by the invalid provision. The same applies in the event of a gap in the provisions.