Terms of Service

§ 1 Scope and B2B Clarification

(1) These Terms of Service govern the use of the website jardis.io, the documentation at docs.jardis.io and the user area at app.jardis.io (together the “Website”) as well as the commercial software “Jardis” (“Jardis” or the “Software”) 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 Software 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 Jardis is Headgent GmbH as licensor and producer of the software.

(2) Paid orders are processed by Polar Software Inc., 3500 South DuPont Highway, Dover, DE 19901, 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 Jardis 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) Headgent alone is responsible for warranty and defect-related matters concerning Jardis. Headgent undertakes towards the user to fulfil such claims in its own name, including to the extent that they exist against Polar under the civil-law construction of the purchase contract concluded through Polar. The user may contact Headgent directly regarding defects in the Software; the user's statutory rights vis-à-vis Polar remain unaffected.

§ 3 Description of Services

(1) Jardis is software for modelling business domains and generating source code based on Domain-Driven Design and hexagonal architecture patterns. It is executed entirely locally on the user's machine; the interface runs locally in the browser, and the software can alternatively be operated through the bundled MCP server. Source code, domain models and other content processed by the user are not transmitted by Jardis to servers operated by Headgent or third parties.

(2) The scope of services comprises all functions of the Software without quantity restrictions. In particular, the number of domains and bounded contexts modelled as well as the number of builds are unlimited. There are no quotas, no deductions and no separate purchases of individual builds.

(3) Use of Jardis requires a valid licence. To verify the licence, the Software establishes a connection to servers operated by Headgent in the Federal Republic of Germany (Hetzner Online GmbH). Only licence-related data is transmitted in this process, in particular the licence key and the identifier of the workstation to which the licence is bound pursuant to § 11 (3). User content is not part of this transmission. Further details are set out in the Privacy Policy.

(4) If the licence server is temporarily unavailable, use of Jardis may be restricted. Code already generated by the user remains unaffected and fully usable locally.

§ 4 Open-Source Components (Jardis Packages)

(1) The components of the Jardis ecosystem referred to as the Jardis packages (Core, Adapter, Support, Tools and DevOps) are provided as open source under the MIT licence. They are not subject to the paid licence under these Terms of Service and may be used independently of a Jardis subscription.

(2) Use of the Jardis packages is governed exclusively by the MIT licence. It permits use, copying, modification, distribution and sale, including for commercial purposes, provided that the copyright notice and the licence text are retained. The applicable licence text is included with each package release and available at opensource.org/license/mit.

(3) Where the code generated by Jardis contains or incorporates Jardis packages, the MIT licence applies to those components as well. The restrictions of these Terms of Service do not apply to them.

§ 5 Registration and User Account

(1) Use of Jardis requires the creation of a user account. This also applies to the Free Trial under § 6. 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 licence 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 licence 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 corresponds to the full scope of the paid licence pursuant to § 3 (2) on one (1) workstation and is limited in time only.

(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) Upon expiry of the Trial, the right to continue using Jardis ends; the user's workspace remains readable, but further builds are no longer possible. Code generated locally during the Trial remains with the user without restriction pursuant to § 12 and may be used indefinitely.

(4) 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 Pricing, Licences and Quantity

(1) Paid use of Jardis is based on one or more licences. The 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) The fee is charged per licence. The user determines the number of licences; it corresponds to the number of workstations pursuant to § 11 (2). The scope of services per licence is not subject to any quantity restriction (§ 3 (2)).

(4) The user may add or remove licences at any time via the user account. When licences are added, the fee increases pro rata for the current billing period from the time of the booking. When licences are removed, the fee is reduced from the time of the reduction; a pro rata credit is granted for the remaining days of the current billing period. If, after a reduction, the number of configured workstations exceeds the number of licences, the user determines which workstations remain active.

§ 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 Jardis 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 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, unless paragraph 3 provides otherwise, or unless Headgent or Polar expressly agree otherwise in an individual case.

(2) In the event of a full termination of the contractual relationship, access remains in place until the end of the paid billing period. Pro rata refunds are not granted in that case.

(3) If the user merely reduces the number of its licences without terminating the contractual relationship as a whole, § 7 (4) applies: a pro rata credit is granted for the remaining days of the current billing period.

§ 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 Jardis within the agreed scope in the course of its internal business operations.

(2) One licence entitles the user to use Jardis on one (1) workstation. A workstation is a single machine on which Jardis is executed. If the user requires further workstations, it acquires a corresponding number of additional licences pursuant to § 7 (3) and (4). Licences are bound to the user's company and may only be used by persons who act for the company as employees, corporate officers or freelancers engaged for the operation of the business. No licence is required to work with the code generated by Jardis; the generated code is ordinary source code and may be processed further by any number of people.

(3) Upon activation, the licence is technically bound to the respective workstation; an identifier of the machine is processed for this purpose. The licence cannot be executed on a different machine. If the user changes machines, or if the machine identifier changes due to a hardware replacement, the user may transfer the licence to the new workstation via its user account; the previous binding then lapses. Details of the processing of the machine identifier are set out in the Privacy Policy.

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

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

§ 12 Rights to the Generated Code

(1) All rights in the source code generated by Jardis belong exclusively to the user. Headgent does not assert any claims to the code generated for the user. This also applies after termination of the contractual relationship and irrespective of whether the code was created during the Trial or under a paid licence.

(2) Insofar as the generated code contains or incorporates Jardis packages, the MIT licence pursuant to § 4 applies to those components.

(3) The user is entitled to use, reproduce, modify, distribute and integrate the generated code into its own products on a perpetual basis. The restrictions of these Terms of Service, in particular under § 13, relate to the use of the Jardis software, not to the generated code.

§ 13 Acceptable Use Policy

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

• reverse engineer, decompile or disassemble Jardis 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 Jardis software for the development, distribution or provision of software products that are in direct competition with Jardis, meaning tools that generate source code based on Domain-Driven Design and hexagonal architecture and target the same audience. This restriction applies exclusively to the Jardis software itself; it does not apply to the MIT-licensed Jardis packages (§ 4) or to the code generated by the user (§ 12);
• pass on, lease, sell or sublicense Jardis or the licence key, in whole or in part, to third parties;
• circumvent, disable or manipulate licence validation, the binding of the licence to a workstation (§ 11 (3)) or other protective mechanisms;
• carry out automated scraping, mass or abusive requests against the licence servers or the Website;
• use Jardis 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 servers required for licence validation with industry-standard care on a best-effort basis. No specific availability is warranted. Maintenance windows and short-term interruptions, in particular for updates and security measures, are permitted.

(2) Since Jardis is executed entirely locally on the user's machine, outages of the licence servers only affect the validation of the licence (§ 3 (4)). Code generated locally by the user remains available and usable in any event.

(3) Deviating service levels (SLA), response times and support services may be agreed in an 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 Jardis 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, 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. If the user does not terminate, the adjusted price applies from the date notified.

§ 16 Warranty

(1) Headgent warrants that Jardis 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 shall remedy notified defects within a reasonable period; the user shall give Headgent the opportunity to remedy the defect before asserting further rights.

(3) Where Jardis is provided as part of an ongoing subscription, 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) 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.

(5) 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 588. The minimum amount corresponds to the foreseeable damages typical of the contract assuming use of one licence 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 Jardis 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

(1) 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.

(2) Since Jardis is executed entirely locally on the user's machine and the user's project content is not transmitted to Headgent (§ 3 (1)), Headgent does not process any personal data on behalf of the user. A data processing agreement pursuant to Art. 28 GDPR is therefore not required for the use of Jardis. With regard to the user's account and licence data, Headgent acts as an independent controller.

(3) If the user connects its own tools to Jardis, in particular AI agents via the bundled MCP server, the user is itself responsible for the content transmitted to the respective provider. Headgent does not provide any AI service and is not involved in such transmission.

§ 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 Jardis, 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 Jardis 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 Jardis 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.