General Terms and Conditions (GTC) of Velyxis
Last updated: June 4, 2026
Velyxis provides software-based services (SaaS) and digital infrastructure for commercial customers. The following terms and conditions govern the contractual relationship between Velyxis and its users.
§ 1 Scope of Application and B2B Exclusivity
These General Terms and Conditions (GTC) apply to all contracts, services, deliveries, and other provisions rendered by Velyxis to its users. The services offered by Velyxis are exclusively and expressly directed at entrepreneurs, merchants, freelancers, and legal entities under public or private law (B2B). Consumers within the meaning of European consumer protection law are completely excluded from using the services of Velyxis. By entering into the contract or registering, the user bindingly declares that they are acting in the exercise of their commercial, business, or independent professional activity. Any conflicting, deviating, or supplementary terms and conditions of the user shall not become part of the contract unless Velyxis expressly agrees to their applicability in writing.
§ 2 Conclusion of Contract and Account Provision
The presentation of services on the websites of Velyxis does not constitute a legally binding offer, but rather an invitation to the user to submit an offer (invitation to treat). By completing the registration process and submitting the order form, the user makes a binding offer to enter into a contract. The contract is only concluded when Velyxis expressly confirms the user's registration by email or provides access to the services (account activation). The user is obliged to provide truthful and complete information during registration and to notify Velyxis immediately of any changes.
§ 3 Services of Velyxis and Availability
Velyxis provides the user with the contractually agreed SaaS solutions and functionalities via the Internet for the duration of the contract. The exact scope of functions is derived from the respective service description at the time the contract is concluded. Velyxis strives to achieve high availability of its services. However, uninterrupted, 100% availability is expressly not guaranteed. Maintenance work, updates, or security patches may lead to temporary interruptions. Velyxis will announce scheduled maintenance times with reasonable advance notice, whenever possible, and schedule them during periods of low usage. Velyxis is entitled to further develop, modify, adapt, or optimize the services and functions, provided that the essential contractual purpose for the user is not adversely affected.
§ 4 Obligations and Cooperation of the User
The user is obliged to protect access data (especially passwords) against unauthorized access by third parties. The user shall be liable for all activities carried out under their account. The user ensures that the data, content, and materials uploaded by them do not violate applicable law, administrative requirements, or third-party rights (in particular copyrights, trademarks, or data protection rights). The user is solely responsible for verifying and creating regular and adequate backups of their data in accordance with the level of risk. The services of Velyxis do not replace an independent data backup by the user. The user shall indemnify Velyxis against any third-party claims arising from an unlawful use of the services by the user or caused by the content provided by the user.
§ 5 Remuneration, Terms of Payment, and Default
The fees applicable for the use of the services are based on the current pricing models of Velyxis. All prices are net prices plus the applicable value-added tax (VAT) or indirect tax required by applicable law. Unless otherwise agreed, the remuneration is due in advance for the respective billing period. The user shall automatically be in default if payment is not made within the agreed period, without requiring a separate payment reminder or notice. In the event of default in payment, Velyxis is entitled to temporarily suspend the user's access to the services upon prior notice. This shall not affect the user's obligation to pay the remuneration.
§ 6 Limitation of Liability
Unlimited Liability: Velyxis shall be liable without limitation for damages resulting from willful misconduct (intent) or gross negligence by Velyxis, its legal representatives, or vicarious agents. Furthermore, Velyxis shall be liable without limitation for damages arising from injury to life, body, or health, for defects after assuming a guarantee for the characteristics of a product or service, in the event of fraudulent concealment of defects, and within the framework of mandatory statutory provisions (e.g., product liability laws). Limited Liability for Slight Negligence: In the event of a breach of essential contractual obligations due to slight negligence (cardinal obligations – i.e., obligations whose fulfillment enables the proper execution of the contract in the first place and on whose compliance the contractual partner regularly relies), the liability of Velyxis shall be limited to foreseeable and contract-typical damages at the time of the conclusion of the contract. In all other cases, liability for slight negligence is excluded. Liability Cap: In cases of liability for slight negligence pursuant to paragraph 2, the liability of Velyxis per claim and in total per contract year shall be limited to the amount of net fees actually paid by the user to Velyxis for the affected service during the twelve (12) months prior to the occurrence of the damaging event. Exclusion of Consequential Damages: Any liability for indirect damages, consequential damages, lost profits, loss of revenue, damage to reputation, loss of production, or business interruptions of the user is – to the extent permitted by law – completely excluded. Data Loss: Liability for loss of data shall be limited to the typical restoration costs that would have been incurred if the user had properly made and verified regular and risk-adequate backups. Velyxis shall not be liable for the loss of data if it was caused by a breach of the user's obligations of cooperation (in particular, deficient password security or failure to create backups). Employees and Agents: The aforementioned exclusions and limitations of liability shall apply to the same extent in favor of the organs, legal representatives, employees, and other vicarious agents of Velyxis.
§ 7 Force Majeure
Velyxis shall not be liable for any non-performance or delay in the performance of its contractual obligations if such non-performance or delay is caused by events of force majeure. Force majeure events shall be deemed to be all unpreventable, unforeseeable circumstances beyond the control of Velyxis which Velyxis could not have avoided even by exercising the utmost diligence. This includes, but is not limited to: natural disasters (e.g., earthquakes, floods, severe storms), war, terrorism, riots, strikes or lawful lockouts, pandemics or epidemics, governmental or administrative measures, general failures of public communication networks, the Internet, power supply, or failures of critical third-party infrastructure and cloud providers over which Velyxis has no direct control, as well as massive, malicious cyberattacks (such as unpredictable DDoS attacks, zero-day exploits), provided that Velyxis has adopted standard industry and reasonable protective measures. Velyxis will adequately inform the user about the occurrence of such an event. For the duration of the force majeure event, Velyxis shall be released from its obligation to perform.
§ 8 Contract Term and Termination
The term of the contract is derived from the respective description of the service and the selected tariff. The contract shall automatically renew for the selected minimum term unless terminated in due time before the expiration of the corresponding period. Termination may be effected in text form (e.g., by email) or via the dedicated function in the user dashboard. The right to extraordinary termination for good cause remains unaffected for both parties. A good cause for Velyxis shall exist, in particular, if the user seriously breaches their contractual obligations (e.g., § 4) or falls into significant default on due payments.
§ 9 Data Protection and Confidentiality
The parties undertake to treat all confidential information of the other party obtained within the framework of the contractual relationship with strict confidentiality and to use it exclusively for the contractually agreed purposes. Velyxis will process personal data of the user exclusively in accordance with the statutory provisions of the European General Data Protection Regulation (GDPR) and national data protection laws. Insofar as Velyxis processes personal data on behalf of the user, the parties will enter into a separate Data Processing Agreement (DPA) pursuant to Art. 28 GDPR.
§ 10 Final Provisions
Governing Law: Contracts between Velyxis and the user shall be governed exclusively by the laws of the Kingdom of Spain, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Jurisdiction: The exclusive place of jurisdiction for any disputes arising out of or in connection with contracts between Velyxis and the user shall be the registered office of Velyxis (Canary Islands, Spain). Written Form Requirement: Amendments and supplements to this agreement must be made in text form. This also applies to the waiver of this form requirement. Severability Clause: If any provision of these terms is or becomes ineffective or unenforceable after the conclusion of the contract, the validity of the remaining provisions shall not be affected. In place of the ineffective or unenforceable provision, that valid and enforceable regulation shall be deemed agreed whose effects come closest to the economic objective pursued by the contracting parties with the ineffective or unenforceable provision.