Terms of service

§ 1 Scope and provider

These terms of service apply to the use of Napyon, a web app for projects and everyday life. The provider is Wimbex UG (haftungsbeschränkt), Pulverturmstraße 8, 84028 Landshut, Germany, represented by its managing director, Felix Wimberger, registered in the commercial register of the Local Court (Amtsgericht) of Landshut under HRB 15568, email support@napyon.com (“we”).

Napyon is for consumers (Section 13 German Civil Code, BGB) and businesses (Section 14 BGB). Rules that apply to only one of these groups are marked as such. Customers’ own terms only apply if we expressly agree to them.

§ 2 Services

Napyon offers boards with cards, docs, databases with views, lists, the Today overview with reminders, collaboration with other people, sharing, export and import from Milanote. The Pro and Team plans and the free trial (§ 3a) include the AI feature “Napyon AI” (§ 10), the connection with Claude and ChatGPT and client files; on top of Pro and Team, you can add the “Conversations” add-on (§ 10a).

The services and limits of each plan (for example storage, Napyon AI credits, people in the workspace, version history) are those shown on the pricing page when the contract is concluded. There is no free plan without a time limit; new workspaces can be tried free of charge for 14 days (§ 3a).

We keep developing Napyon. We may change features if there is a valid reason (for example security, technical progress, changes in the law), it doesn’t cost you anything extra and the agreed core features remain. We tell you about changes in good time and in plain language. If a change affects your access or the usability more than insignificantly, you can, as a consumer, end the contract free of charge within 30 days of being informed or of the change (Section 327r BGB).

§ 3 Account and conclusion of contract

You need an account to use Napyon. Signing up, including through an invitation to a workspace or a single page, and agreeing to these terms concludes a free-of-charge user agreement for your account, which includes the free trial (§ 3a). You must be at least 18 years old. Your details must be accurate; keep your password secret.

You book a paid plan under Settings › Plan: you choose the plan and billing period, confirm the immediate start (§ 6) and are taken to the checkout page of our payment provider Stripe. There you check your details, agree to these terms and complete the order with the payment button. This is a binding offer; the contract is concluded once payment is confirmed and the plan is activated in your workspace. You can correct input errors on the checkout page before completing the order.

§ 3a Free trial

Every new workspace starts with a free 14-day trial with the features of the Pro plan (including Napyon AI, the connection with Claude and ChatGPT, client files and the one-time free hours under § 10a). The trial starts when the workspace is created and ends automatically after 14 days. It doesn’t renew and doesn’t turn into a paid plan by itself; you don’t need payment details for the trial. You can see when it starts and ends under Settings › Plan; you get an email three days before the end and at the end.

Each person gets one trial. Further workspaces of the same person start without a trial. Members with roles are part of the Team plan and can’t be tried during the trial; you can buy Team anytime during the trial, though. If you buy a plan during the trial, the trial ends when the paid plan starts.

If the trial ends without a purchase, the workspace becomes read-only: all content stays visible, searchable and exportable, but editing, creating, uploads, Napyon AI and writing through Claude and ChatGPT only work again after you buy a plan. Guests keep their read access; until then, share links only show a notice instead of the content. If you don’t buy a plan within 12 months after the workspace became read-only, we delete the workspace with all its content. You get two emails before that, 30 and 7 days before the deletion. A workspace with a running subscription, an open invoice or a special grant from us is never deleted. Your account stays.

The contract language is German. We provide an English translation of these terms; the German version is binding. We store the contract text. You can view, save and print the current version of these terms on this page anytime; we send you earlier versions on request.

§ 4 Prices and payment

The prices on the pricing page at the time of the order apply, in the currency shown there for your country: customers in the EU, the EEA, Switzerland and the United Kingdom pay in euros, everyone else in US dollars. Prices in euros include statutory VAT. Prices in US dollars are net prices; taxes due under the law of your country are added where applicable and shown before you pay. Businesses with a valid VAT ID in another EU member state receive an invoice without German VAT where the tax liability passes to them (reverse charge).

A contract stays in the currency in which it was concluded. This also applies to the “Conversations” add-on, extra packs, additional seats and switching between monthly and yearly billing, regardless of where you use Napyon from later.

Payment is made in advance for the chosen period (monthly or yearly) through Stripe, using the payment methods offered there. You receive invoices by email and in the customer portal under Settings › Plan. On the Team plan you pay per person in the workspace (owners, editors, viewers); guests on single pages are free. When people join or leave, the number of seats is adjusted and billed pro rata. If you switch plans or billing periods, we also bill pro rata.

If a payment fails, Stripe retries it. If it still fails, the paid plan ends and your workspace becomes read-only (§ 5). Your content stays.

A price increase for an ongoing contract only applies if you agree to it. We announce it at least six weeks in advance. If you don’t agree, we may terminate the contract at the end of the current billing period.

§ 5 Term and cancellation

The free-of-charge user agreement for your account runs indefinitely. You can end it anytime by deleting your account under Settings › Account. The free trial ends by itself (§ 3a).

A paid plan runs for one month or one year and renews for the same period unless you cancel. You can cancel anytime, effective at the end of the current period. As a consumer, you can cancel a yearly subscription anytime after the first year with one month’s notice; we refund amounts already paid for the time after that pro rata.

You can cancel using the Cancel your subscription button, linked at the bottom of every Napyon page, in the customer portal under Settings › Plan, or by email to support@napyon.com. You immediately receive a confirmation with the date and time we received it.

When a paid plan ends, the workspace becomes read-only, just like after the trial (§ 3a): all content stays visible, searchable and exportable; editing, creating, uploads, Napyon AI, writing through Claude and ChatGPT and the “Conversations” add-on end, transcripts stay readable. If you don’t buy a plan within 12 months, we delete the workspace after two warning emails (§ 3a). A new purchase lifts the read-only mode right away.

We may terminate the free-of-charge user agreement with 30 days’ notice, and a paid plan at the end of a billing period with one month’s notice. Both sides keep the right to terminate for good cause, for example in case of serious abuse (§ 9).

§ 6 Right of withdrawal for consumers

As a consumer, you have a statutory right of withdrawal. It does not apply to businesses.

Withdrawal policy

Right of withdrawal

You have the right to withdraw from this contract within fourteen days without giving any reason.

The withdrawal period is fourteen days from the day the contract is concluded.

To exercise your right of withdrawal, you must inform us (Wimbex UG (haftungsbeschränkt), represented by its managing director, Felix Wimberger, Pulverturmstraße 8, 84028 Landshut, Germany, phone +49 160 7255274, email support@napyon.com) of your decision to withdraw from this contract by an unequivocal statement (for example a letter sent by post or an email). You may use the attached model withdrawal form, but this is not mandatory.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than fourteen days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

If you requested that the services begin during the withdrawal period, you shall pay us an amount which is in proportion to what has been provided until you have communicated to us your withdrawal from this contract, in comparison with the full coverage of the contract.

Early expiry of the right of withdrawal

For a contract for the provision of services, the right of withdrawal expires when we have fully performed the service and only began performance after you gave your express consent and at the same time acknowledged that you lose your right of withdrawal once we have fully performed the contract.

Where we supply digital content not on a tangible medium, the right of withdrawal also expires when we have begun performance after you expressly agreed that we begin before the end of the withdrawal period, you acknowledged that you lose your right of withdrawal with the start of performance, and we have provided you with a confirmation of the contract on a durable medium.

End of the withdrawal policy

Model withdrawal form

(If you want to withdraw from the contract, please fill in this form and send it back.)

To Wimbex UG (haftungsbeschränkt), Pulverturmstraße 8, 84028 Landshut, Germany, email: support@napyon.com

I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract for the provision of the following service (*):

Ordered on (*) / received on (*):

Name of consumer(s):

Address of consumer(s):

Signature of consumer(s) (only if this form is notified on paper):

Date:

(*) Delete as appropriate.

§ 7 Availability

We run Napyon with care and aim for high availability. We don’t promise a specific availability. Where possible, we announce maintenance in advance and schedule it at quiet times. Interruptions caused by service providers, the internet or force majeure are beyond our control. Your statutory rights as a consumer regarding defects in digital products (Sections 327 et seq. BGB) remain unaffected.

§ 8 Your content

Your content belongs to you. So that we can run Napyon, you grant us the simple right, limited to the term of the contract, to store, process and display your content and to transmit it to the people you share with. This includes backups, preview images and smaller image versions. We claim no further rights; we don’t use your content for advertising or to train AI models.

You are responsible for your content. It must not violate the law or the rights of others. § 8a explains how we handle reports of illegal content and when we restrict content.

You can export your content anytime (Markdown, PDF, image, ZIP and full backup), even after cancelling and in read-only mode. If you delete your account, we delete your content as described in the privacy policy; we delete a read-only workspace after 12 months without a purchase (§ 3a). Keep your own exports of content that matters a lot to you.

§ 8a Reports and restrictions

Anyone can report content in Napyon they consider illegal, even without an account: using the report form, which is linked at the bottom of the website, in client areas and on share links. The same form accepts notices of copyright infringement under the US Digital Millennium Copyright Act (DMCA); our designated agent for this is named on the DMCA page. If you give an email address, you receive a confirmation of receipt and our decision.

A human reviews every report, carefully, objectively and without undue delay; we don’t make automated decisions here. If content is illegal or violates these terms, we restrict it as far as necessary: for example, we block the public link through which it can be reached (share link, client area or delivery approval), remove the content or, in serious cases, block your access (§ 9).

If we restrict any of your content, we send you a statement of reasons by email: which content is affected and how, the facts and circumstances we relied on, whether the decision is based on the law (naming the provision) or on these terms (naming the rule), and the means of redress available to you. You can object within six months by replying to the statement; we then review the decision again and lift the restriction if it is no longer justified. For copyright notices under the DMCA, you can file a counter-notification. Your right to go to court remains unaffected.

If someone repeatedly provides manifestly illegal content or repeatedly infringes copyrights, we block their access for a reasonable period after a prior warning; in serious cases we terminate the contract for good cause (§ 5). If someone repeatedly sends manifestly unfounded reports, we stop handling their reports for a reasonable period after a prior warning.

§ 9 Fair use

You must not misuse Napyon. In particular, you must not upload malware, attack or circumvent Napyon’s security, run automated mass access outside the intended interfaces, or use Napyon for spam or illegal purposes. You must not share your login with others; on the Team plan every person gets their own account. In case of serious or repeated abuse, we may block access; anyone who repeatedly infringes the rights of others loses their access under § 8a.

§ 10 AI features

On the Pro and Team plans you can use “Napyon AI”, the AI feature built into Napyon (for example summarize, ideas, tidy up, create tasks, improve texts). Napyon AI is part of our service; technically, we use models from Anthropic (Claude) for it. We label what Napyon AI creates or changes in Napyon as such (“Created with Napyon AI”), including in exports. Also from Pro, you can connect Napyon to your own Claude by Anthropic and your own ChatGPT by OpenAI. For Napyon AI, each person gets a monthly allowance of Napyon AI credits as shown on the pricing page. A normal request costs 1 credit; bigger tasks (for example long texts or several steps) cost more according to the actual effort. Napyon shows you what an answer cost and how many credits are left. Unused credits expire at the end of the month, new ones arrive at the start of the month. A cost limit and a daily limit also apply to prevent abuse. Connecting your own Claude or ChatGPT doesn’t use credits.

AI results are generated automatically and may be wrong, incomplete or unsuitable. Check them before you use or share them. AI results do not replace professional advice. Content only goes to Anthropic when you start Napyon AI or another AI feature (details in the privacy policy). For the connection with your own Claude, Anthropic’s terms also apply, and for the connection with your own ChatGPT, OpenAI’s terms. Through a connection, the AI only receives the content it is working on for you at that moment. Don’t use the AI for purposes that violate the law or Anthropic’s usage policies.

§ 10a “Conversations” add-on

With the Pro and Team plans you can add the “Conversations” add-on under Settings › Plan, once per workspace. It includes recording conversations in Napyon, transcription and automatic analysis and costs €9.99 a month or €95.88 a year, in US dollars $9.99 or $95.88 plus taxes, matching your plan’s billing period and currency (§ 4). It runs as an additional item in your subscription and renews with the plan. When you add it, the pro-rata amount for the rest of the billing period is charged right away; the add-on applies once this payment has gone through. A calendar month's minutes are available pro rata for the part of the month that has been paid for: in the month you add it from the day of booking, and in each case until the end of the paid billing period; with every paid renewal the rest of the month is added. While a payment is open, there are no minutes for the unpaid period. You can cancel the add-on anytime under Settings › Plan: if no minutes from the monthly quota have been used in the current calendar month and no conversation is running (recording or processing), it ends right away and the rest of the period is credited pro rata; otherwise there is no credit, the add-on stays usable until the end of the paid billing period (with the minutes up to then) and isn't charged afterwards. Before you confirm the cancellation you see which case applies. If your Pro or Team plan ends, the add-on ends with it; transcripts stay readable. Only the workspace owner can add or cancel it. The right of withdrawal under § 6 applies accordingly to the add-on and extra packs.

The add-on includes 20 hours (1,200 minutes) per calendar month for the whole workspace; unused minutes expire at the end of the month. The duration of each conversation counts, rounded up to full minutes per conversation and at least one minute: always for recordings and uploaded audio and video files, namely the duration measured by the transcription service or by Napyon itself; for uploaded text transcripts only if Napyon analyzes them automatically (the larger of the timestamps and 150 words per minute). At most three recordings or processing runs per workspace run at the same time; running conversations are reserved against the credit until they are billed. What you analyze through the connection with your own Claude or ChatGPT doesn’t count. Every workspace with Pro or Team gets 2 free hours once, even without the add-on and already during the free trial (§ 3a). You can also buy extra packs of 5 hours for €4.99 each, in US dollars for $4.99 plus taxes (one-off payment via Stripe with an invoice, in your plan’s currency); they don’t expire while the add-on runs and rest without a running add-on until you add it again. If an extra pack is refunded, we take back its minutes as far as they haven’t been used. Free hours are used first, then the month’s minutes, then extra packs.

A running recording is never cut off at the quota and is always processed; anything above the credit is deducted from the next credit, at most two hours. Once the credit is used up, no new automatic analysis starts; you can still upload text transcripts and analyze them with Napyon AI or your own Claude. To prevent abuse, a cost limit per workspace and month also applies; once it is reached, automatic analysis pauses until the following month. A recording lasts at most three hours.

Recording and uploading conversations is only allowed if the law where everyone involved is permits it; as a rule, you need the consent of everyone involved. In Germany, recording another person’s privately spoken words without authorization is a criminal offense (Section 201 of the German Criminal Code); several US states such as California require the consent of all parties. Before every recording and upload you confirm that everyone involved has agreed; Napyon notes this in the client file’s timeline. You are responsible for this consent and for the legal basis under the General Data Protection Regulation on which you process your conversation partners’ data. You indemnify us against third-party claims arising from you recording or uploading a conversation without the required consent or legal basis, including reasonable costs of legal defense; this does not apply if you are not responsible for the breach. Napyon never joins a meeting and never records anything you don’t start yourself.

§ 11 Liability

We are liable without limitation for intent and gross negligence, for injury to life, body or health, under the German Product Liability Act and to the extent of any guarantee we have given.

For slight negligence, we are only liable for breach of essential contractual obligations, meaning obligations whose fulfillment makes the proper performance of the contract possible in the first place and on which you can regularly rely. In that case, liability is limited to the damage typical for the contract and foreseeable.

During the free trial and in read-only mode without a paid plan, apart from the cases in the first paragraph, we are only liable for intent and gross negligence.

The statutory rights of consumers regarding digital products remain unaffected.

§ 12 Changes to these terms

We may change these terms for the future, for example when Napyon, the law or case law changes. We tell you about changes by email at least six weeks before they take effect. Changes affecting essential rights and obligations only apply with your consent. If you don’t agree, the previous terms continue to apply; we may then terminate the contract at the end of the current billing period. Every version of these terms has a number and a date.

§ 13 Dispute resolution

The former EU online dispute resolution platform has been discontinued. We are neither willing nor obliged to take part in dispute resolution proceedings before a consumer arbitration board. If you have questions or problems, just write to us at support@napyon.com.

§ 14 Final provisions

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. If you are a consumer, the mandatory consumer protection rules of the country where you have your habitual residence remain unaffected.

If you are a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from this contract is Landshut, Germany.

For businesses that process third parties’ personal data in Napyon, our data processing agreement also applies.

If any provision of these terms is invalid, the remaining provisions remain valid. The statutory provisions take the place of the invalid provision.