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Terms and Conditions

For business customers only (commercial use). Draft – as of 26 September 2026, not yet finally reviewed by a lawyer. Passages marked [TO REVIEW] will be finalized before contracting with larger customers. Translation for convenience; the German AGB is the legally binding version.

Provider: Nico André Becker, Wilhelmshöhe 3, 52249 Eschweiler, Germany, nico@systemos.global ("Provider")

§ 1 Scope

(1) These terms apply to all contracts for the use of TokenCut between the Provider and businesses within the meaning of German commercial law (§ 14 BGB), legal entities under public law, and special public-law funds ("Customer"). No contracts are concluded with consumers; by placing an online order, the Customer confirms they are acting as a business.

(2) Deviating terms of the Customer apply only if the Provider agrees to them in text form.

§ 2 Formation of Contract

(1) The presentation of plans on systemos.global is not a binding offer. By submitting the online order and paying via PayPal, the Customer makes an offer; the contract is formed once access is activated (display of the invitation code or crediting of the balance). Confirmation is additionally sent to the Customer by e-mail.

(2) Individual arrangements (e.g. other quotas, invoicing on account, credit lines) are formed by the Provider accepting an offer in text form.

(3) The free 24-hour trial access does not create any obligation to perform or to pay.

§ 3 Service

(1) TokenCut is an OpenAI-compatible gateway. It condenses requests (removing redundant phrasing, empty fields and repetition), answers identical requests from a cache, and forwards requests to the AI provider chosen by the Customer (header X-Upstream-Provider). During trial access, without a chosen provider, a test model operated by the Provider responds; in the savings model, specifying your own provider is mandatory.

(2) The token savings achieved depend on the content of the requests and are not guaranteed. The Provider reports the measured savings per request in the response headers (X-TokenCut-Tokens-Saved, and in the savings model additionally X-TokenCut-Fee-EUR and X-TokenCut-Credit-EUR).

(3) Plans:

(4) The Provider owes availability on a best-effort basis; a specific availability (SLA) applies only if separately agreed. Maintenance windows are announced in advance where possible.

(5) On request, the Customer receives a daily e-mail summary in the savings model (requests, tokens saved, amount saved, share deducted, credit balance). The summary can be unsubscribed at any time by e-mail.

§ 4 Customer Obligations

(1) The Customer uses their own AI provider's access keys for forwarding and is solely responsible for the contractual relationship with that provider and its costs.

(2) The Customer keeps their TokenCut key and top-up link confidential and notifies the Provider immediately of any suspected misuse; the Provider will then block the key.

(3) The Customer does not send unlawful content and ensures they are authorized to transmit any personal data (see the Data Processing Agreement).

(4) The Customer must not deliberately distort the measurement (e.g. artificially inflated requests to generate savings, or circumventing billing). In case of violation, the Provider may block access.

§ 5 Prices and Payment

(1) Savings model: the Customer pays 20% of the measured savings (§ 5a). Use requires a credit balance (minimum top-up 20 EUR net); the credit is fully offset against the share of savings.

(2) Volume tier: for the portion of measured savings exceeding 2,500 EUR in a calendar month, the share is 15%. The tier applies automatically.

(3) All prices are subject to statutory VAT (currently 19%). [TO REVIEW: tax treatment of credit as an advance payment]

(4) Payments are made via PayPal; by individual agreement, also by bank transfer on invoice (payable within 14 days, no deduction). In case of payment default, the Provider may block access after a reminder.

§ 5a Credit and Billing in the Savings Model

(1) The Customer tops up credit in fixed amounts (currently 20, 50, 100 or 250 EUR net) via PayPal. Other amounts or a credit line can be agreed individually.

(2) Measurement: For each successfully answered request, the gateway determines the input tokens saved (tokens before and after condensation). The amount saved results from the tokens saved multiplied by the public list price of the requested model for input tokens; list prices in US dollars are converted at a fixed exchange rate. The price table used and the exchange rate are communicated to the Customer on request. [TO REVIEW: price table as a contract annex; adjustment rule for provider price changes]

(3) Deduction: The share under § 5 is deducted directly from the credit. Failed requests (error response from the AI provider) are not charged. Usage does not trigger any further payments or invoices; new payments arise only from a top-up by the Customer.

(4) Pause instead of debt: once the credit (plus any agreed credit line) is exhausted, the gateway responds to further requests with status 402 until credit is topped up. No outstanding claims arise, provided no credit line has been agreed. If the credit falls below 5 EUR, the Customer receives a one-time notice by e-mail.

(5) Evidence: the gateway's daily billing entries are authoritative. Objections to a billing statement must be raised in text form within 30 days of receipt of the relevant daily summary or billing statement.

(6) Invoice: the Customer receives an invoice for every top-up.

(7) Unused credit is refunded at the end of the contract at the Customer's request. [TO REVIEW: refund vs. forfeiture; deadline]

§ 6 Term and Termination

(1) The savings model runs for an indefinite period and can be terminated by either side at any time in text form; § 5a (7) applies.

(2) An individually agreed fixed-price license ends upon expiry of the paid period; no termination is required.

(3) The right to extraordinary termination for good cause remains unaffected.

§ 7 Liability

(1) The Provider is liable without limitation for intent, gross negligence, injury to life, body or health, and under the Product Liability Act.

(2) For slightly negligent breach of material contractual obligations, liability is limited to the foreseeable damage typical for the type of contract, capped at the fees paid by the Customer in the preceding 12 months. Otherwise, liability for slight negligence is excluded.

(3) The Provider is not liable for outages, responses or costs of the AI provider chosen by the Customer.

§ 8 Data Protection and Confidentiality

(1) To the extent the Provider processes personal data on behalf of the Customer, the Data Processing Agreement (DPA), which forms part of this contract, applies.

(2) TokenCut does not permanently store the content of requests; only counters (tokens before/after, amounts billed), checksums and timestamps are stored. Responses reside in memory for at most the duration of the cache (30 minutes).

(3) Both parties treat confidential information of the other party as confidential.

§ 9 Final Provisions

German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction, to the extent permissible, is Aachen, Germany. Should individual provisions be invalid, the remainder of the contract remains valid.

As of September 2026