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Terms and Conditions

The terms governing use of the StellarBase platform and related services provided by Nova Base s.r.o.

These terms and conditions (“Terms”) govern the rules for providing the StellarBase platform, solution for AI-supported knowledge management and retrieval (“Solution”) and related services (“Services”) under a specific subscription plan (“Subscription Plan”) which is provided by Nova Base s.r.o., with its registered office at Na Folimance 2155/15, Vinohrady, 12000 Praha 2, Tax ID 23982721, VAT No. CZ23982721, File No. C 436361, kept by the Municipal Court in Prague (“Provider”) to you, as its customer (“Customer”).

1. Provision of Solution

1.1. Solution is an AI-supported knowledge management, retrieval, and automation platform. It helps Customers connect, unify, search, process, and use distributed knowledge across documents, databases, business systems, connected tools, APIs, and third-party services. The Service is designed to support data sovereignty, reduce vendor lock-in, and enable Customers to use AI on top of their own data and systems. The main functionalities of the Solution include:

  • a. Connecting and indexing data sources across the Customer’s existing systems (documents, databases, APIs, third-party integrations) into a unified knowledge base.
  • b. AI-assisted search, retrieval, and interaction with stored knowledge through a conversational interface and automated workflows.
  • c. Automation of knowledge-based processes and integration with third-party tools via supported connectors and API.

1.2. The Customer acknowledges that the scope, availability, and parameters of the Solution depend on the Subscription Plan, deployment model, technical configuration, available AI Models, available third-party integrations, and any individually agreed terms.

1.3. The Customer acknowledges that the Service may evolve over time. The Provider may add, modify, replace, suspend, or discontinue features, AI Models, connectors, APIs, beta features, templates, workflows, or other components of the Solution, provided that such changes do not materially reduce the core functionality of the paid Subscription Plan during the then-current billing period, unless required for security, legal, technical, third-party dependency, or operational reasons.

1.4. The Customer acknowledges that the Solution could be provided under one of the following deployment models:

  • a. Shared Cloud
    • i. The Solution is provided as a cloud solution in the form of “software as a service” and is operated on the Provider’s infrastructure or on infrastructure of third parties authorized by the Provider.
    • ii. Access to the Solution is provided remotely, through a commonly available internet browser, API, or other supported interface. The Solution is not installed on the Customer’s devices.
    • iii. Unless agreed otherwise, the Solution is provided to the Customer as Shared Cloud deployment model.
  • b. Provisioned (Dedicated) Environment
    • i. The Solution is deployed on dedicated infrastructure within the EU/EEA; this deployment model is available only under individual agreement between the Provider and the Customer, in that case Customer shall contact the Provider via e-mail: sales@stellarbase.ai.
  • c. Self-Hosted Environment
    • i. The Provider supplies the Solution, or selected components of the Solution, to the Customer for deployment on infrastructure controlled by the Customer or by a third party appointed by the Customer. In this deployment model, the Customer is solely responsible for the operation, availability, security, maintenance, backup, hosting environment, infrastructure compliance, and lawful configuration of the Solution, unless expressly agreed otherwise.
    • ii. This deployment model is available only under individual agreement between the Provider and the Customer, in that case Customer shall contact the Provider via e-mail sales@stellarbase.ai.

2. Subscription Plans

2.1. The Solution shall be provided under specific Subscription Plans, which are available to the Customer on Provider’s website https://www.stellarbase.ai/pricing (“Product List”). The Provider may offer, in particular:

  • a. Trial Plan
    • i. Trial Plan enables Customer for a limited-period get a evaluation access (14 to 30 days as specified in Product List) at no charge, subject to the usage limits as specified in Product List.
    • ii. Upon expiry of the trial period or exhaustion of Trial Plan usage limits (whichever occurs first), all active automations and processing actions will be suspended.
    • iii. The Customer will be offered the option to upgrade to a paid Subscription Plan. Customer Data will remain accessible in read-only mode for a grace period as specified in Article 15.6.
    • iv. The Provider gives no warranties, service level commitments, service credits, support commitments, or availability commitments in relation to the Trial Plan, unless expressly stated otherwise.
  • b. Individual Plans
    • i. Individual Plans are intended for individuals, sole users, and groups of individual users. Individual Plans may include, in particular, the Basic, Standard, and Pro plans, or any successor or equivalent plans made available by the Provider and specified in Product List.
    • ii. Individual Plans are billed on a per-seat basis, unless stated otherwise in the applicable Subscription Plan description, which authorizes one individual User to access and use the Solution within the scope of the relevant Subscription Plan.
    • iii. Each Individual Plan includes defined usage limits, including in particular token limits, storage limits, database capacity, file storage capacity, automation limits, connector limits, or other Services, as specified in the Product List.
  • c. Business Plans
    • i. Business Plans are intended for entrepreneurs, companies and other organizations using the Solution for business or internal organizational purposes. Business Plans may be structured into tiers, or any successor or equivalent tiering structure made available by the Provider and specified in Product List.
    • ii. Business Plans are billed on a per-tier basis, the relevant tier determines the scope of included functionality, usage limits, number of permitted Users or seats, storage capacity, token allowance, support level, available connectors, other commercial or technical parameters or other Services, as specified in Product List.
    • iii. The Customer is responsible for ensuring that the selected Business Plan is appropriate for the number of Users, volume of Customer Data, connected systems, processing intensity, and intended business use.
  • d. Enterprise Plan
    • i. The Enterprise Plan intended for large organizations, enterprise customers, public institutions, healthcare entities, and other customers requiring individually agreed commercial, technical, security, deployment, support, compliance, or contractual terms.
    • ii. The Enterprise Plan is governed by an individual master agreement between the Provider and the Customer (“Master Agreement”), where shall be agreed scope and parameters of this Subscription Plan. In that case Customer shall contact the Provider via e-mail: sales@stellarbase.ai.

3. Conclusion of the Agreement

3.1. The Provider undertakes to provide the Solution and Services to the Customer on the basis of an agreement concluded between the Provider and the Customer, in particular through an offer made by the Provider or a person authorized by them, which has been confirmed by the Customer, or on the basis of a written agreement or in any other demonstrable manner (“Agreement”). The Provider offers the Solution under the Subscription Plans, each with a different ordering process, unless agreed otherwise:

  • a. Trial Plan and Individual Plans
    • i. In the case of Trial Plan or Individual Plans, the Agreement is concluded by completing the registration or activation process, or by first accessing the Solution after being presented with these Terms or a clear reference to them, the Customer confirms that it has had the opportunity to review these Terms and agrees to be bound by them.
  • b. Business Plans
    • i. In the case of a Business Plan, the Agreement is concluded when the Customer confirms acceptance of these Terms during the ordering or subscription activation process. Such acceptance may be made in particular by clicking an acceptance button.
    • ii. If a person orders a Business Plan on behalf of a legal entity, company, or other organization and accepts these Terms, such person represents that they are authorized to bind that entity or organization.
  • c. Enterprise Plan
    • i. In the case of an Enterprise Plan, the Agreement is concluded exclusively by concluding Master Agreement. Therefore, Customer shall contact the Provider via sales@stellarbase.ai.
    • ii. Access to the Enterprise Plan may be made available only after the Master Agreement has been concluded and after the Parties have agreed on the applicable commercial, technical, security, deployment, support, billing, and other relevant terms.
    • iii. The Master Agreement may specify, in particular, the scope of the Solution and Services, deployment model, permitted Users, usage limits or usage model, fees, billing terms, data location, security requirements, support level, service levels, onboarding, migration assistance, professional services, and any customer-specific terms.

3.2. In the event of conflicting provisions in the Agreement or Master Agreement and the Terms, the provisions in the Agreement or Master Agreement shall prevail.

4. Access to the Solution

4.1. The Provider shall make the Solution accessible to the Customer without undue delay, but no later than within 10 business days from the conclusion of the Agreement, unless the contracting parties agree otherwise. The provision of access is completed at the moment when the Customer is enabled to use the Solution in accordance with the Agreement and to access the web portal https://app.stellarbase.ai (“Access Portal”).

4.2. For Enterprise Plan, Provisioned Environment, Self-Hosted Environment or other custom deployments, the access to the Solution may depend on onboarding, technical implementation, Customer cooperation, third-party approvals, security review, or other deployment-specific steps.

5. Rights of use

5.1. The Provider grants the Customer a temporary, non-exclusive, non-transferable, and non-sublicensable right to use the Solution for the Customer’s own internal purposes for the duration of the Agreement. The remuneration for granting this right is already included in the Price according to Article 7 of these Terms.

5.2. The Solution may be used exclusively by the Customer and persons to whom the Customer grants access and authorization to use the Solution (“User”). The Customer is responsible for any act or omission of the User as if it were an act or omission of the Customer.

5.3. Depending on the selected plan, the use of the Solution may be limited by seats, Users, workspaces, organizations, environments, connected data sources, token usage, storage, database capacity, compute usage, automations, API calls, or other technical or commercial parameters. The Customer shall ensure that the number and type of Users and the scope of use correspond to the agreed Subscription Plan.

5.4. The Customer bears all of its own costs for remote access, including equipment and connection fees, and is solely responsible for ensuring the availability of its Internet connection.

5.5. The Customer does not acquire any rights to the source code of the Solution.

5.6. The Provider hereby grants the Customer a non-exclusive and unlimited authorization to extract and utilize databases consisting exclusively of the Customer’s Data (“Customer’s Database”). The Customer may use and extract the Customer’s Database only to the extent corresponding to the authorization to use the Solution under these Terms. This does not affect the Customer’s right to dispose of the Customer’s Data and the Customer’s Databases outside the Solution at its own discretion, including the right to export and further process them.

5.7. The Customer is not entitled to extract or utilize in any way the databases forming part of the Service or Solution (i.e., the database of which the Provider is the maker) or a substantial part thereof (e.g., in connection with the Customer’s own Solution or third-party Solution). This does not affect the Customer’s right to access the database to the extent necessary for the proper use of the Service and to export its Customer’s Data under these Terms.

5.8. The Customer must prevent third parties from accessing the Solution and is obliged to immediately notify the Provider in the event of unauthorized access to its data in the Solution.

5.9. The Customer is obliged to immediately inform the Provider of any suspicion of unauthorized access to user accounts or data in the Solution and to actively cooperate in remediation.

6. Use of the Solution

6.1. The Customer and Users use the Solution through the Access Portal. The Customer receives access to the Access Portal in the role of an administrator.

6.2. The Customer is entitled to create and manage user accounts (“User Account”) for Users in the Access Portal as needed.

6.3. The Customer shall ensure that Users comply with the Agreement and these Terms, and shall further ensure the management and security of access credentials to the Access Portal and User Accounts.

6.4. When using the Solution, it is prohibited to:

  • engage in activities that could disable, overload, or impair the proper functioning of the Solution;
  • use any automated means to access or interact with the Solution, unless expressly permitted by the Provider;
  • reverse engineer, decompile, disassemble, translate, reconstruct, or extract parts of the Solution, except in cases expressly permitted by law or these Terms;
  • modify, bypass security measures, or otherwise interfere with the Solution outside the scope of the Provider’s express authorization;
  • upload, transmit, or otherwise distribute materials that are unlawful, harmful, misleading, or may expose the Provider or other persons to harm or liability;
  • circumvent or attempt to circumvent usage limits, token quotas, seat restrictions, or any other metering mechanisms through technical means, account duplication, or any other method.

6.5. The Customer shall further ensure that no content is uploaded or stored in the Solution that:

  • violates the rights of third parties in any way;
  • is illegal, offensive, inciting hatred or discrimination, violent, harassing, obscene, or otherwise inappropriate;
  • contains pornography or depictions of child abuse;
  • constitutes unsolicited advertising, spam, phishing, or any other form of unauthorized offer;
  • contains malicious code, viruses, scripts, or other components capable of damaging or limiting the Solution or hardware.

6.6. Persons under the age of 18 may use the Solution only with the consent of their legal representative and to the extent permitted by applicable legal regulations.

6.7. If the Customer or a User violates this Article, the Provider is entitled to take appropriate action to protect the operation and security of the Solution, in particular to temporarily restrict or block access to the relevant User Account, restrict or suspend access rights, remove objectionable content, apply technical restrictions, and inform the Customer of the measures taken. This does not affect other rights of the Provider under these Terms or any liability claims.

6.8. Where the Customer connects its own third-party accounts, API keys, LLM keys, cloud services, data repositories, or other credentials, the Customer is solely responsible for:

  • obtaining and maintaining all necessary rights and permissions;
  • complying with the terms of the relevant third-party provider;
  • configuring access permissions appropriately;
  • monitoring usage, costs, and limits charged by third-party providers;
  • promptly revoking or rotating credentials if compromised.

7. Price of the Solution and Remuneration for Services

7.1. The Solution is provided for a fee (“Price”). The current pricing for all Subscription Plans, including plan features, included usage limits, and applicable rates, is published on the Provider’s website at https://www.stellarbase.ai/pricing (“Price List”). The Price List forms part of the Agreement and is incorporated into these Terms by reference.

7.2. For Enterprise Plan, the Price is not determined by the published Price List but is agreed individually in the Master Agreement.

7.3. Each Subscription Plan includes the usage limits specified in the Agreement, or Master Agreement. By default, once the applicable usage limit is reached, the Provider may stop or suspend further chargeable use of the relevant functionality of the Solution. Any such excess usage will be charged separately as an additional fee. The Provider may apply a higher overage rate, coefficient, or multiplier to such excess usage, as specified in the Price List, Agreement, or Master Agreement.

7.4. Subscription Plans are available on a monthly or annual basis. Annual subscriptions could be offered at a discounted rate compared to the equivalent monthly billing, as specified in the Price List.

7.5. In the event of any conflict between the Price List and these Terms, the Price List shall prevail with respect to pricing and plan features, and these Terms shall prevail with respect to all other matters.

7.6. The remuneration for any Services provided outside the scope of the standard Subscription Plan (such as custom integrations or professional services) is payable on the basis of an invoice issued by the Provider after the provision of such Service, with a maturity of at least 14 days, unless agreed otherwise.

7.7. Unless agreed otherwise, the Solution is provided on a prepaid basis. The Customer pays the Price in advance for the upcoming billing period. The maturity of invoices is 14 calendar days from delivery to the Customer, unless stated otherwise in the invoice. Enterprise Plan under a Master Agreement may be invoiced on a postpaid basis with a maturity period as agreed in the Master Agreement.

7.8. Unless agreed otherwise, the billing period may be monthly or annual. If the billing period is not explicitly agreed, the billing period is a month.

7.9. Unless expressly agreed otherwise, Subscription Plan renew automatically for successive billing periods until cancelled in accordance with these Terms.

7.10. Payments may be made by payment card, bank transfer, online payment method, payment gateway, or other method made available by the Provider.

7.11. Unless stated otherwise, prices may be charged in CZK, EUR, USD, or another currency made available by the Provider. The applicable exchange rate is determined by the payment platform at the time of transaction.

7.12. Prices are exclusive of VAT, sales tax, withholding tax, duties, or similar taxes, unless expressly stated otherwise. The Customer is responsible for all applicable taxes, except taxes based on the Provider’s income.

7.13. For prepaid subscriptions, if an automatic payment fails, the Provider will notify the Customer and the Customer will have a reasonable period (as indicated in the notification) to update their payment details and complete the payment. If payment is not made within that period, the Provider is entitled to suspend access to the Solution until the outstanding amount is settled. For postpaid (Enterprise/B2G) invoices, the Provider will issue a written reminder upon default. If payment is not made within the period specified in the reminder, the Provider is entitled to:

  • charge statutory default interest;
  • restrict or suspend the provision of Services to the necessary extent until full payment; and
  • demand reimbursement of purposefully incurred costs associated with recovery.

7.14. If the Customer terminates an annual subscription before the end of the prepaid period, no refund of the remaining prepaid period is provided, unless termination is made pursuant to Article 15.3 due to a material breach of the Provider’s obligations.

7.15. Price changes apply from the next billing period following the effective date of the change. For customers on an annual subscription, updated pricing applies only after the expiry of the already-paid annual period. The Customer will be notified of any price change at least 90 days before it takes effect in accordance with Article 19. If the Customer does not accept the change, they may terminate the Agreement pursuant to Article 15.

7.16. Invoices and payment confirmations are delivered electronically to the Customer’s contact details. The Customer agrees to electronic delivery.

7.17. The Customer may raise objections to a billing statement within 30 days of its delivery. Raising objections does not suspend the obligation to pay the undisputed portion of the invoice.

8. Maintenance and Other Services

8.1. The Solution is provided to the Customer in a form corresponding to its usual purpose and technical possibilities.

8.2. The Provider provides Services to the extent agreed in the Agreement or the Price Proposal. Beyond this scope, the Provider may, upon agreement with the Customer and in accordance with the Agreement, also provide several Services above-standard modifications, interventions, individual configurations, or maintenance of the Solution.

8.3. Standard technical support is available through:

  • an AI-powered support assistant accessible within the Access Portal at all times;
  • a support ticketing system accessible via the Access Portal, available for all Subscription Plans except Trial Plan.

8.4. The Provider undertakes to respond to notifications made by the Customer on business days no later than within 48 hours of their delivery, unless a different response time is agreed in a Master Agreement.

8.5. In the event of detecting a defect or limitation of the Solution’s functionality that results in the complete inaccessibility of the Solution as a whole, i.e., a state where the Customer cannot use the Solution at all, the Provider undertakes to exert all reasonably required efforts and proceed with professional care to eliminate such defect or limitation of the Solution’s functionality in the shortest possible time.

8.6. The Solution is considered inaccessible at the earliest from the moment when the defect or limitation of the Solution’s functionality was demonstrably notified to the Provider.

8.7. In the event of a Solution defect that results in the non-functionality of an individual Solution module, the Provider undertakes to exert all reasonably required efforts to eliminate it and ensure the elimination of such defect no later than within 10 business days from its demonstrable notification to the Provider.

8.8. As part of the Solution maintenance, the Provider ensures the regular provision of updates, improvements, modifications, and further development of the Solution, at the time and at the choice of the Provider. The Provider shall exert reasonable efforts to ensure that maintenance does not affect the operation of the Solution and shall perform all activities that would result in the unavailability of the Solution during regular maintenance times determined by the Provider. However, the Customer acknowledges that in these cases, the availability and functionality of the Solution may be limited. The Provider will communicate planned maintenance via the status page https://app.stellarbase.ai.

8.9. Third-party connectors and integrations (including those listed in the Product List) are provided on a best-efforts basis. The Provider does not guarantee uninterrupted availability of integrations that depend on third-party APIs and shall not be liable for disruptions caused by changes to such third-party APIs. The Provider will endeavour to restore affected integrations as promptly as reasonably practicable.

8.10. The Customer acknowledges that force majeure events according to Article 16 may affect the functionality or availability of the Services and the Solution. The Provider does not provide any other warranties regarding the functionality, availability, or suitability of the Solution for a specific purpose of the Customer beyond what is expressly agreed in the Agreement or in these Terms, or stipulated by generally binding legal regulations.

9. Service Level Agreement

9.1. The Provider targets an uptime of 99.5% per calendar month, excluding scheduled maintenance windows and force majeure events. No uptime commitment applies to Trial Plan or Individual Plan.

9.2. For Provisioned Environment and Enterprise Plan, availability commitments are governed by the applicable Master Agreement or individual agreement.

9.3. For Self-Hosted Environment deployment no SLA applies. The Customer is solely responsible for the operation and availability of the Solution on its own infrastructure.

9.4. Service credits or other SLA remedies for Business Tier Shared Cloud customers, if any, are subject to separate agreement or as specified in the plan description published in the Access Portal.

10. Data Storage and Protection

10.1. For the purposes of these Terms, “Customer’s Data” means all data, information, and content that the Customer or Users insert into the Solution, generate within its use, or that arise from its operation in connection with the Customer’s devices and data sources.

10.2. The Customer’s Data are considered Confidential Information according to Article 13. The Provider shall maintain confidentiality in relation to the Customer’s Data and shall adopt all reasonable technical and organizational measures for their protection.

10.3. The Provider may use technical operational data (telemetry, logs, usage metrics) in aggregated and anonymized form for the purpose of improving the Solution and Services. The Provider shall not use Customer’s Data to train AI models, share Customer’s Data with third parties for commercial purposes, or use Customer’s Data for any purpose other than the provision of the Services.

10.4. At the Customer’s request, the Provider shall enable the Customer to access the Customer’s Data and export them in a machine-readable format through the Access Portal.

10.5. For Shared Cloud and Provisioned Environment deployments, Customer’s Data and backups are stored within the Czech Republic and/or the European Economic Area. For Self-Hosted Environment deployments, data residency is determined solely by the Customer’s own infrastructure choices.

10.6. LLM processing: when using AI features in the Shared Cloud deployment, Customer’s Data (or portions thereof) may be transmitted to third-party large language model (LLM) providers, which may be located outside the EEA. By using AI features, the Customer acknowledges this and accepts the applicable terms of the respective LLM providers. The Customer may use its own LLM API keys (“BYOK/BYO-LLM”) where supported; in such cases, data transmission is governed by the Customer’s agreement with the respective LLM provider.

10.7. The Provider shall exert reasonable efforts to ensure the availability of the Customer’s Data within the Solution. The Customer acknowledges that to minimize the risk of data loss, it is advisable to maintain its own backups independently of the Provider’s infrastructure.

10.8. The Customer acknowledges that during the conclusion and performance of the Agreement, personal data concerning the Customer, Users, etc., may be processed. Detailed information on the processing of personal data by the Provider is described in the Privacy Policy and Annex No. 1 – Data Processing Addendum, which form an integral part of these Terms.

11. Intellectual Property

11.1. All intellectual property rights granted to the Customer remain the property of the Provider or the manufacturer of the relevant part of the Solution. The Customer does not hereby acquire any rights to the Solution (including documentation), know-how, trademarks, or any other intellectual property of the Provider, unless agreed otherwise.

11.2. The Customer retains full ownership of all Customer’s Data it inputs into the Solution.

11.3. AI-generated outputs produced by the Solution in response to Customer’s Data and instructions are owned by the Customer, subject to any applicable terms of the underlying LLM provider used to generate such outputs.

11.4. Agents, workflows, and automations created by the Customer within the Solution are owned by the Customer.

11.5. Templates, agents, and workflows shared publicly via the marketplace (once available) are owned by their original creator. By publishing content to the marketplace, the creator grants the Provider and other users a non-exclusive licence to view and use such content within the Solution.

12. Rights from Defective Performance and Liability

12.1. The Provider guarantees that the Solution will meet the agreed specifications for the duration of the Agreement. The Provider will act with professional care when providing the Services and will make every possible effort to ensure that the Solution functions properly and reliably. If a defect occurs, the Provider will take appropriate measures to remedy it within a reasonable period after the Customer notifies the Provider of the defect without undue delay.

12.2. The Customer acknowledges that the Solution is provided as a cloud service and its proper functioning may be affected by circumstances beyond the Provider’s control (in particular on the part of the Customer, its Users, end devices, internet connection, or third-party services).

12.3. The Customer acknowledges that the functionality and availability of the Solution may in some cases be limited, in particular by circumstances beyond the Provider’s control on the part of third parties (e.g., infrastructure, network, cloud, or other related service providers) on which the operation of the Solution directly or indirectly depends. This includes, without limitation, changes to third-party APIs, LLM provider outages or policy changes, and cloud infrastructure incidents. In such cases, the Provider is not liable for defects or limitations of functionality or availability caused by these circumstances. However, the Provider will always provide the Customer with reasonable cooperation in resolving the incident.

12.4. The Customer agrees that the Provider may temporarily suspend the Services for substantial reasons, in particular in response to detected external threats, e.g., to prevent a cyber attack. The Provider will promptly inform the Customer of any interruption of the Services and will take appropriate measures to minimize downtime or limited availability of the Services.

12.5. The Provider provides the Services with professional care and to the extent resulting from the Agreement and these Terms, and at the same time, the Customer agrees that the Provider’s liability for damage incurred in connection with the Agreement should be reasonable to the nature and price of the provided Services. Therefore, the Provider is not liable for any damage caused by incorrect use of the Solution in violation of the Agreement or these Terms. To the extent permitted by law, the Provider’s liability for actual damage caused by the Provider in connection with this Agreement is limited to the amount paid by the Customer for the twelve (12) months preceding the occurrence of the last asserted claim. This limitation of liability applies regardless of the legal basis, except for (i) statutory (non-excludable) liability, such as liability for damages caused by gross negligence or intent; (ii) damages arising from a breach of the Provider’s obligations regarding any intellectual property provisions of this Agreement; and (iii) damages arising from a breach of the Provider’s obligations regarding any provisions of this Agreement concerning personal data processing and information security.

12.6. The Parties have agreed that the scope of the Provider’s liability does not extend to claims and damages that typically cannot be reasonably foreseen or effectively controlled within the provision of standard cloud services, in particular for indirect or consequential damages, lost profit, loss of use, unrealized savings, loss of earnings, or business interruption. Nevertheless, the Provider will make all reasonably required efforts to prevent such situations and minimize their potential impacts on the Customer.

12.7. Furthermore, the Provider is not liable for illegal or defective content stored by the Customer or its Users, nor for its misuse on the part of the Customer or third parties acting on the part of the Customer.

12.8. The Customer acknowledges that AI-generated outputs produced by the Solution are provided for informational and operational purposes only and do not constitute professional advice (legal, financial, medical, or otherwise). The Customer is solely responsible for any decisions made on the basis of such outputs. The Provider does not warrant the accuracy, completeness, or fitness for purpose of AI-generated outputs.

12.9. The Solution may be used in regulated industries (including healthcare, finance, and legal services). The Customer is solely responsible for ensuring that its use of the Solution complies with all applicable sector-specific regulations and for implementing appropriate human oversight of AI-generated outputs where required by law or professional standards.

12.10. Any further liability of the Provider for defects beyond this regulation shall apply only to the extent that it cannot be excluded or limited under legal regulations.

13. Confidentiality

13.1. Both the Customer and the Provider are obliged to maintain confidentiality regarding all information they learn in connection with the provision of the Services or the use of the Solution. Confidentiality applies primarily to such information that is subject to protection as a trade secret or which is subject to protection under regulations governing intellectual property, as well as information relating to technical infrastructure and the Solution, or which is protected against disclosure to unauthorized persons by generally binding legal regulations (“Confidential Information”).

13.2. The Parties undertake not to disclose, make available, or otherwise provide Confidential Information to any third party without the prior written consent of the other Party, not to use it for any purpose other than in connection with the provision of the Services or the use of the Solution, and to take all reasonable measures to ensure that Confidential Information is not made available to unauthorized persons.

13.3. The confidentiality obligation under this Article does not apply to information that: a) is or becomes publicly available other than through a breach of these Terms or the Agreement; b) was demonstrably known to the Party prior to its disclosure by the other Party; c) was obtained from a third party lawfully and without a confidentiality obligation; d) must be provided on the basis of law, a court decision, or a decision of another public authority; in such a case, however, the Party is obliged, unless prevented by a legal regulation, to inform the other Party of such a requirement without undue delay and to provide it with reasonable cooperation in protecting its rights.

13.4. The Parties are entitled to disclose Confidential Information to their employees, associates, or subcontractors only to the extent necessary for the performance of their obligations under the Agreement or these Terms, and provided that these persons are bound by a confidentiality obligation at least to the extent corresponding to this Article.

13.5. The confidentiality obligation under this Article continues for the duration of the Agreement and further for a period of 3 years from its termination, unless the Parties agree otherwise. Obligations arising from the protection of trade secrets continue even after this period, for as long as the information has the nature of a trade secret.

14. Personal Data Protection

14.1. The Provider processes certain personal data of the Customer and Users. Further information on the purpose, scope, method, and duration of personal data processing is set out in the Personal Data Processing Policy available to the Customer and Users in the Access Portal.

14.2. Detailed information on how the Provider will process the Customer’s Data is set out in Annex No. 1 – Personal Data Processing Addendum.

15. Duration and Termination of the Agreement

15.1. The Agreement is concluded for the subscription period selected by the Customer (monthly or annual) and renews automatically at the end of each period unless cancelled by the Customer prior to renewal.

  • a. For monthly subscriptions, the Customer may cancel at any time; cancellation takes effect at the end of the current monthly billing period (i.e., the Customer retains access until the end of the paid period).
  • b. For annual subscriptions, the Customer may cancel at any time; cancellation takes effect at the end of the current annual billing period. No refund is provided for the unused portion of a prepaid annual period, unless termination is made pursuant to Article 15.3 due to a material breach of the Provider’s obligations.
  • c. For Enterprise customers, the duration and termination provisions are governed by the applicable Master Agreement.

15.2. Termination of this Agreement due to a change of service provider is regulated in Annex No. 2 – Data Portability.

15.3. Either Party may terminate the Agreement with a 30-day notice period effective at the end of the month in the event of a material breach that is not remedied within 30 days of written notice.

15.4. A material breach of the Agreement is considered to be:

  • a. On the part of the Provider: i) failure to make the Solution available under Article 4, even within an additional period after written request, or ii) failure to provide the Solution consisting in long-term unavailability or non-functionality (together at least 1/3 of the period for which it was to be provided) which prevents the Customer from its normal use and which persists even after a written request for remedy.
  • b. On the part of the Customer: i) delay in payment of the Price or remuneration for the Services which persists even after a written request for payment, or ii) use of the Solution in violation of the Agreement or these Terms in a manner that threatens the security, integrity, or availability of the Solution, including prohibited circumvention of usage limits or metering mechanisms.

15.5. The Provider is entitled to terminate the Agreement with immediate effect if the Customer’s breach is irremediable or immediately threatens the security, integrity, or availability of the Solution or Services, or if required by legal regulations or a decision of a public authority.

15.6. On the date of termination of the Agreement, the right of the Customer and Users to use the Solution expires and the possibility of access to the Services ends. Any further services can only be claimed if expressly agreed between the Parties. The Customer will retain read-only access to Customer’s Data for a grace period of 30 days following the termination date, during which the Customer may export its data. After the expiry of the grace period, the Provider will restrict all access.

15.7. Termination of the Agreement does not affect the Provider’s claim to payment of the Price for the provided Services for the entire agreed duration of the Agreement; this does not apply in the event of termination of the Agreement by the Customer under Article 15.3 due to a material breach of the Provider’s obligations.

15.8. After the termination of the Agreement and the grace period referred to in Article 15.6, the Provider will, upon the Customer’s explicit request, delete all Customer’s Data. The Customer will receive confirmation of deletion upon request. If no deletion request is received, the Provider will automatically delete Customer Data after a retention period of 90 days following the end of the grace period, unless retention is required by applicable law.

15.9. Customer Data may be exported through the Access Portal. Available export formats and scope (data, agent configurations, prompt libraries, workflow definitions, logs) will be published in the documentation accessible via the Access Portal.

16. Force Majeure

16.1. Both Parties are released from the obligation to perform under this Agreement to the extent that the impossibility of performance is caused by force majeure events, such as war, strikes, riots, expropriation, natural disasters, widespread internet or infrastructure outages, or other uncontrollable circumstances. Each Party is obliged to promptly inform the other Party in writing of any force majeure event.

17. Final Provisions

17.1. These Terms are prepared in accordance with Czech law, in particular in accordance with the provisions of Act No. 89/2012 Coll., the Civil Code (“Civil Code”). Matters not mentioned in these Terms are governed by Czech law, in particular the Civil Code.

17.2. Disputes arising between the Parties shall be resolved by the competent general court of the Czech Republic under the Civil Procedure Code, unless mandatory rules of private international law provide otherwise. The Parties will preferentially seek alternative dispute resolution.

17.3. If any provision of these Terms is or becomes invalid or ineffective, this does not affect the other provisions of these Terms, which remain valid and effective.

17.4. The following form an integral part of these Terms and the Agreement:

  • a. Annex No. 1 – Personal Data Processing Addendum,
  • b. Annex No. 2 – Data Portability, and
  • c. Personal Data Processing Policy available on the Provider’s website.

18. Contact Information

18.1. In case of any questions or comments regarding these Terms, you can contact the Provider at the email: info@stellarbase.ai

18.2. Postal address: Na Folimance 2155/15, Vinohrady, 120 00 Praha 2

19. Amendment of the Terms

19.1. The Provider is entitled to amend these Terms from time to time. The Provider will inform the Customer of any material change affecting the rights or obligations of the Customer at least 15 days before it becomes effective by publishing it in the Access Portal and on the Provider’s website.

19.2. If the Customer does not reject the change in writing within 15 days from the date of notification, it is considered accepted. In case of rejection, the Customer is entitled to terminate the Agreement without penalty in accordance with Article 15.

Annex No. 1 — Personal Data Processing Addendum

1. Definitions

1.1. In this Annex No. 1, the terms below have the following meanings:

  • 1.1.1. “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
  • 1.1.2. “Personal Data” means any personal data within the meaning of the GDPR and Act No. 110/2019 Coll., on Personal Data Processing, processed by the Provider on behalf of the Customer in accordance with or in connection with the Agreement.
  • 1.1.3. “Applicable Personal Data Protection Regulations” mean all legal regulations and rules relating to personal data protection applicable to the processing of personal data, in particular the GDPR and Act No. 110/2019 Coll., on Personal Data Processing.
  • 1.1.4. “Service” means the Solution and related services provided by the Provider to the Customer under the Agreement.
  • 1.1.5. “Party” means the Provider or the Customer, collectively also referred to as the “Parties”.
  • 1.1.6. “Data Subject” means an identified or identifiable natural person to whom the Personal Data relates.
  • 1.1.7. “Sub-processor” means a third party engaged by the Provider in the Processing of Personal Data on behalf of the Customer.
  • 1.1.8. “Controller” means the Customer as the entity that determines the purposes for which and the means by which Personal Data are processed.
  • 1.1.9. “Processing” means any operation or set of operations performed on Personal Data within the meaning of Article 4 of the GDPR (e.g., collection, storage, disclosure, use, transfer, restriction, erasure).
  • 1.1.10. “Processor” means the Provider as the entity acting on the instructions of the Controller and processing Personal Data on behalf of the Controller.

1.2. Terms defined in the Terms have the same meaning in this Annex No. 1 as in the Terms.

2. Obligations Related to Processing

2.1. If the Provider Processes Personal Data on behalf of the Customer when performing the Agreement, the Customer acts as the Controller and the Provider as the Processor. In the event that the Customer acts as a processor towards a third party, the Provider acts as a sub-processor.

2.2. The Provider will Process Personal Data only on the basis of documented instructions of the Customer (including instructions regarding transfer to third countries or international organizations), unless it is obliged to other Processing under applicable legal regulations. In such a case, the Provider will inform the Customer of this fact in advance, unless prevented by legal regulations.

2.3. The Provider is entitled to refuse an instruction of the Customer that would violate applicable legal regulations, and will notify the Customer of such conflict.

3. Purpose, Nature, and Scope of Processing

3.1. Subject matter and duration of Processing: Processing takes place to the extent necessary to provide the Services under the Agreement for the duration of the Agreement.

3.2. Nature and purposes of Processing: Processing takes place for the purposes of providing the Services and purposes compatible therewith, in particular storage and hosting in a cloud environment, indexing and structuring of knowledge, AI-assisted retrieval and processing, disclosure, restriction, and backup.

3.3. Types of Personal Data: Processing takes place to the extent determined by the Customer’s use of the Services, typically identification, contact, user, operational, and authentication data; the Customer may also upload documents and structured data containing personal data of third parties (employees, clients, partners) as part of its knowledge base. Special categories of personal data under Article 9 of the GDPR (including health-related data) may be processed where the Customer explicitly enables such processing and accepts responsibility for the lawful basis for such processing. Continuous biometric data is not supported and must not be submitted.

3.4. Categories of Data Subjects: Users and other persons whose data the Customer enters into the Solution.

4. Place of Processing and Transfers to Third Countries

4.1. Personal Data are Processed primarily within the territory of the member states of the European Economic Area. For the Shared Cloud deployment, cloud infrastructure and database storage are located within the Czech Republic and/or the EEA.

4.2. Transfers outside the EEA may occur in the following scenarios:

  • a. AI processing via third-party LLM providers: when AI features are used in the Shared Cloud deployment, Customer Data (or portions thereof) may be transmitted to LLM providers whose infrastructure may be located outside the EEA. The Provider applies appropriate safeguards (including Standard Contractual Clauses where applicable) and publishes the current list of LLM providers and applicable transfer mechanisms in the sub-processor list referenced in Article 9 of this Annex.
  • b. BYOK/BYO-LLM: when the Customer uses its own LLM API keys, data transmissions are governed by the Customer’s agreement with the respective LLM provider. The Provider does not control such transfers.
  • c. Self-Hosted Environment - no transfer of Personal Data occurs via the Provider’s systems. The Customer bears full responsibility for data transfers within its own infrastructure.

4.3. The Provider will not process Personal Data outside the EEA for purposes other than those described in Article 4.2 without the prior consent of the Customer.

5. Technical and Organizational Security Measures

5.1. The Provider is obliged to maintain reasonable security standards for the protection of personal data, taking into account the nature of the processed Personal Data.

5.2. The Parties undertake to ensure appropriate standards of technical and organizational security against unauthorized handling of Personal Data, in particular their accidental loss, alteration, destruction, or damage.

5.3. The Provider shall ensure that persons authorized to process the Personal Data are bound by a contractual or statutory duty of confidentiality and are regularly trained in the field of information security.

6. Rights of Data Subjects and Mutual Cooperation

6.1. If a Data Subject contacts the Provider with a request to exercise their rights, the Provider shall (unless agreed otherwise) forward such request without undue delay to the Customer’s contact e-mail address available to the Provider for such purpose or provided to the Provider by the Customer for this purpose, and shall refrain from direct action unless expressly authorized by the Customer or required by legal regulations.

6.2. Taking into account the nature of the Processing, the Provider shall, upon the Customer’s written request, provide reasonable cooperation and technical and organizational measures to fulfill the Customer’s obligations under Chapter III of the GDPR (rights of Data Subjects), as well as under Articles 32–36 of the GDPR (security, notification, impact assessment, prior consultation), to the extent of the information available to the Provider.

6.3. If the Provider’s cooperation significantly exceeds the scope of the standard provision of Services, the Customer shall reimburse the Provider for the corresponding costs.

7. Personal Data Breach Notification

7.1. The Provider is obliged to immediately inform the Customer of any Personal Data breach. A breach of security means a breach of security leading to, or which may lead to, the accidental or unlawful destruction, loss, alteration, or unauthorized disclosure of, or access to, Personal Data transmitted, stored, or otherwise processed. As part of this notification, the Provider shall provide the Customer with a description of the nature of the case, including, where possible, the approximate number of data subjects concerned and the approximate quantity of records concerned. The Provider also undertakes to provide all cooperation reasonably required by the Customer in investigating the Personal Data breach. The Provider is further obliged to take appropriate steps to minimize the harm caused by the breach and to discuss these steps with the Customer.

8. Audit

8.1. The Customer is entitled, either itself or through an authorized third party, to inspect the performance and compliance with any of the Provider’s obligations regarding the processing and security of Personal Data, subject to prior notice sent at least 10 business days in advance.

8.2. The Provider is obliged, at the Customer’s expense, to provide the Customer with all reasonably requested cooperation necessary to perform the inspection. The Customer is obliged to conduct the inspection in a manner that does not burden the Provider beyond the necessary extent.

8.3. The inspection under Article 8.1 may also take place at the Provider’s registered office or at other locations where the processing of Personal Data under the Agreement takes place.

9. Sub-processors

9.1. The Customer expressly consents to the involvement of Sub-processors.

9.2. The Provider shall ensure that Sub-processors are contractually bound by the same or equivalent data protection obligations as the Provider under this amendment.

10. Confidentiality

10.1. Information concerning the content of this amendment, the Service, and/or the business of the other Contracting Party, which is marked as confidential or can be considered confidential given its nature, shall be treated as confidential information, and each Contracting Party shall protect it at least to the same extent as its own confidential information. Data, including Personal Data, is always considered confidential information.

10.2. The confidentiality obligation does not apply to information that: a) is or becomes publicly available other than through a breach of this Agreement; b) was demonstrably known to the Contracting Party prior to its disclosure by the other Contracting Party; c) was obtained from a third party lawfully and without a confidentiality obligation; d) must be provided pursuant to law, a court decision, or a decision of another public authority; in such case, however, the Contracting Party is obliged, unless prevented by legal regulations, to inform the other Contracting Party of such requirement without undue delay and to provide it with reasonable cooperation in protecting its rights.

11. Duration

11.1. This Annex No. 1 is effective for the duration of the Agreement.

11.2. Upon termination of the provision of Services (or upon the Customer’s instruction at any time during the term of the Agreement), the Provider shall, within 30 days, provide the Customer with the opportunity to download the Personal Data or return it to the Customer, and subsequently, unless agreed otherwise, delete all copies of the Personal Data; this is without prejudice to any statutory retention obligations.

11.3. If legal regulations require retention, the Provider shall retain the Personal Data only to the extent and for the period strictly necessary and shall ensure the restriction of its processing.

12. Miscellaneous

12.1. In the event of any conflict between this amendment and other provisions of the Agreement, this amendment shall prevail in matters concerning Personal Data.

Annex No. 2 — Data Portability

(1) The Customer is also entitled to terminate this Agreement or a part thereof by written notice with a notice period of 2 months from the date of delivery of the notice by the Customer to the Provider, for the following reasons: a) a change of service provider or transfer of the Customer’s Data to its own information and communication technology infrastructure (“Portability Request”); or b) a request for the deletion of all Customer’s Data contained in the Solution (“Deletion Request”).

(a) Portability Request. In the notice, the Customer shall state whether it requires support in transitioning to the service of another provider, whom it shall identify, or support in transferring the Customer’s Data contained in the Solution to its own information and communication technology infrastructure. At the same time, the Customer shall specify which Customer’s Data it requires to be transferred.

Upon expiry of the notice period, a transition period of 30 days intended for the transfer of the Customer’s Data shall commence (“Transition Period”).

The Provider shall inform the Customer within 14 business days of receiving the Portability Request if the Transition Period is not technically feasible, provide justification for these technical limitations, and set an alternative duration for the Transition Period, which, however, shall not exceed 7 months.

The Customer has the right to extend the Transition Period once by a period it deems more appropriate for its purposes, provided that this period does not exceed 7 months. The Customer shall deliver a written notice of the extension of the Transition Period before the expiry of the original duration of the Transition Period.

The details of the Customer’s Data transfer process shall be negotiated by the Contracting Parties separately, taking into account the nature of the data whose transfer the Customer requests in the Portability Request.

As part of the change of provider, the following categories of data and digital assets may be transferred:

  • I. Customer’s Data in a format corresponding to their nature and the method of their storage and processing in the Solution, in particular in machine-readable and commonly used formats;
  • II. metadata and data structure necessary for the further use of the Customer’s Data;
  • III. other digital assets related to the Customer’s Data, provided that their nature and the technical capabilities of the Solution allow it.

The current online registry maintained by the Provider with details of data structures and data formats, as well as relevant standards and open specifications for Interoperability in which exportable data is available, is listed in the table below:

Data processing serviceData that can be exportedData formatsStandard and open Interoperability specifications
SolutionCustomer’s Data.xlsx, .csvN/A

The Customer undertakes to provide the necessary cooperation for the successful completion of the transfer of the Customer’s Data.

The rights and obligations of the Contracting Parties under this Agreement shall remain in force until the end of the Transition Period; in particular, the Provider shall continue to provide the Solution and Services to the Customer, and the Customer shall pay the Price to the Provider. This is without prejudice to the Provider’s right to terminate the Agreement pursuant to Article 15.5 of this Agreement.

After the end of the Transition Period, the Provider shall make the Customer’s Data available for download for a maximum of 30 days. Upon expiry of this period, the Provider shall delete all Customer’s Data created by the Customer or directly relating to it, unless obliged to retain it under legal regulations. If the procedure concerns only a part of the Agreement, the Provider shall delete the Customer’s Data to an extent that does not disrupt the provision of the Solution or the integrity of the data contained therein.

The Customer shall notify the Provider of the completion of the download of the Customer’s Data at info@stellarbase.ai.

(b) Deletion Request. In the notice, the Customer shall state that it requires the deletion of its exportable data and digital assets contained in the Solution and the extent to which it wants the deletion to be carried out.

If the deletion concerns only a part of the exportable data and digital assets contained in the Solution, the Provider shall carry out the deletion to an extent that does not disrupt the provision of the remaining part of the Solution and Services.

(2) Termination of the Agreement. The Agreement shall terminate: i) in the case of a Portability Request, at the moment the Customer notifies the Provider in writing of the successful download of the Customer’s Data in accordance with Article 1(a) above; if the Customer fails to make such notification, the transfer of Data shall be deemed successfully completed upon expiry of the Transition Period; or ii) in the case of a Deletion Request, upon expiry of the notice period (Termination Date).

For the avoidance of doubt, the termination of the Agreement in accordance with Article 1 does not relieve the Customer of the obligation to pay the Price and any other fees payable to the Provider for the period prior to the Termination Date of the Agreement. If, in connection with the transfer, a fixed-term agreement is terminated prematurely, the Provider is entitled to demand that the Customer pay the Price until the end of the originally agreed period as flat-rate compensation for the premature termination of the Agreement. The Provider shall not charge any other fees or penalties.

The Provider shall provide the Solution and Services in accordance with the Agreement until the Termination Date or until the end of the billing period.

(3) Indemnification. Multiple persons may be authorized to use the Solution under this Agreement (in particular Users) (“Affected Persons”). The Customer bears sole responsibility for ensuring that it has all necessary rights and authorizations regarding the Portability Request or the Deletion Request of the Customer’s Data before exercising rights under this section.

The Customer undertakes to defend the Provider against any claim, lawsuit, proceeding, or dispute brought against the Provider by Affected Persons alleging that the Portability Request or Deletion Request violates the rights of the Affected Person, and further undertakes to indemnify the Provider for any damage, legal representation costs, and reimbursement of costs legally imposed on the Provider, or for any amounts paid by the Provider.

(4) Liability. The Provider shall not be liable for any damage, loss, cost, or expense arising out of or in connection with any request under Article 1, to the maximum extent permitted by legal regulations.

This exclusion of liability includes, in particular, any other issues related to the integrity or loss of the Customer’s Data, unavailability of the Solution, compatibility, or other disruptions or failures that may occur during or as a result of requests under Article 1. The Customer acknowledges that it bears full responsibility for the successful execution of the transfer or deletion process of the Customer’s Data.

(5) Fees. Until January 12, 2027, the Provider is entitled to charge fees for support during the provider change process in accordance with Article 1(a) in the amount specified on the Provider’s website.