Terms of Sale — Hermes Layer

Terms of Sale — Hermes Layer

Version: 1.1 Last updated: 18 June 2026 Language: English international version
Reference language: French

This English version is provided for international users. The operator of Hermes Layer remains a French business, and the French version remains the reference version in case of inconsistency, unless mandatory law provides otherwise.

These Terms of Sale govern ordering, payment, subscription, billing, Managed AI credits, cancellation and commercial aspects of the Hermes Layer service.

They supplement the Terms of Use, the Privacy Policy, the Refund and Cancellation Policy and, where the customer processes personal data on behalf of third parties, the Data Processing Addendum.

1. Seller

The service is sold by:

M LOUE XAVIER, individual entrepreneur under French law
Address: 3 Impasse Denis Papin, 44310 Saint-Philbert-de-Grand-Lieu, France
SIREN: 891 108 615
Intra-community VAT number: FR37 891108615
Email: [email protected]
Support and billing: [email protected]

2. Target customers

Hermes Layer is a SaaS service primarily intended for professionals: developers, consultants, agencies, companies, technical teams and organizations using Hermes Agent in a professional context.

Unless otherwise agreed in writing, the service is not intended for consumers acting exclusively for personal purposes. The customer subscribing to the service represents that it acts in a professional context or on behalf of an organization.

If, despite this positioning, a sale to a consumer is accepted, the mandatory consumer rights applicable in the customer’s country of residence are not excluded.

3. Products and offers

Hermes Layer may sell:

1. recurring SaaS subscriptions providing access to a hosted Hermes Agent, WebUI, runtime, backups and support according to the selected plan;
2. prepaid Managed AI credits, usable with the Managed AI gateway through OpenRouter;
3. Dedicated or quote-based offers, adapted to a server, VM, capacity or specific support level;
4. additional services or assistance accepted in writing.

The plans currently provided for in the service include:

The exact price, billing period, taxes, discounts, currencies, options and applicable conditions are those displayed before payment in the order interface or Stripe Checkout. In case of inconsistency between the indicative prices above and checkout, the price displayed at checkout before payment prevails.

4. Subscriptions

Subscriptions are recurring and renew automatically according to the billing period displayed at the time of order, unless cancelled before renewal.

The subscription grants access to the service during the paid period, subject to:

• actual payment;
• compliance with the Terms of Use;
• availability of third-party providers;
• plan limits;
• suspensions authorized by the contract.

An active subscription or valid trial period is required to access the workspace, runtime, WebUI gateway and Managed AI credits.

5. Managed AI credits

Managed AI credits are prepaid EUR credits allowing AI requests to be consumed through the OpenRouter gateway operated by Hermes Layer.

Managed AI credits:

• require an active subscription;
• are purchased through Stripe Checkout as a one-time payment;
• are credited only after payment confirmation by Stripe Checkout or webhook;
• are debited according to actual usage returned by OpenRouter, converted and multiplied according to service pricing;
• cannot become negative;
• do not grant access to the service if the main SaaS subscription is inactive;
• may be subject to minimum and maximum top-up amounts, by default EUR 25 minimum and EUR 500 maximum, unless a different configuration is displayed in the service.

The available balance must be sufficient before a Managed AI request. Otherwise, the service may reject the request before contacting OpenRouter.

A one-time first-subscription Managed AI credit bonus may be displayed on a plan card, Checkout or order summary. This bonus is a separate promotional credit and does not mean that AI model usage is included in the subscription price. It is granted only once per account or customer, only after the first paid subscription is confirmed, and is not renewed, reissued or re-credited after cancellation, suspension, plan change, restart or later resubscription. Promotional credits have no cash value and are not refundable except where mandatory law requires otherwise.

6. Order process

The order process is as follows:

1. the customer creates or uses a Hermes Layer account;
2. the customer selects a plan or Managed AI top-up;
3. Hermes Layer redirects the customer to Stripe Checkout;
4. the customer verifies the price, taxes, currency, offer, billing information and applicable terms;
5. the customer accepts the applicable contractual documents;
6. the customer pays through Stripe;
7. Hermes Layer activates, creates, resumes or credits the service after Stripe confirmation;
8. an order proof and/or receipt is generated by Stripe or Hermes Layer.

The order is final only after payment confirmation by Stripe and recording by Hermes Layer. Hermes Layer may refuse or cancel an order in case of fraud, obvious error, incomplete payment, breach of terms, technical unavailability or legal obligation.

7. Payment

Payments are processed by Stripe. Available payment methods are those offered in Stripe Checkout at the time of order.

The customer authorizes Stripe and Hermes Layer to charge the amounts due, including renewals, taxes and amounts validated at checkout.

The customer must maintain a valid payment method. In case of payment failure, Stripe may retry or send reminders. Hermes Layer may suspend access, stop the runtime, limit features or terminate the subscription if payment remains unpaid.

Hermes Layer does not store full bank card numbers.

8. Taxes, VAT and billing

Subscription prices are displayed in EUR for visitors or users detected in Europe through the production Cloudflare country signal. Visitors or users detected outside Europe may see and be charged USD subscription prices. AI model usage is not included in the subscription price. Managed AI credits remain prepaid EUR credits unless a checkout explicitly states otherwise.

Depending on the customer’s country, professional status, VAT number, billing address and applicable rules, prices may be displayed excluding or including taxes. Stripe Tax may automatically calculate VAT, sales tax, GST or equivalent taxes.

The customer is responsible for providing accurate tax information. An error in address, country, VAT number or tax status may result in a correction, corrective invoice, order refusal or additional payment obligation.

Receipts or invoices available through Stripe or Hermes Layer constitute proof of payment. Accounting and tax obligations are retained for the applicable statutory period.

9. Activation and digital delivery

Hermes Layer is a digital service. There is no physical delivery.

After payment confirmation:

• the subscription may be activated;
• the workspace may be created or resumed;
• the runtime may be provisioned, started or restarted;
• access to the WebUI may be opened through the authenticated gateway;
• purchased Managed AI credits or a one-time first-subscription promotional AI credit bonus may be credited to the account ledger.

Activation may require a reasonable delay for provisioning, Stripe synchronization, webhook delivery, DNS, runtime availability or security checks.

Activation and operation of the hosted runtime may include host-level provisioning and managed configuration by Hermes Layer, including Docker, system services, network or firewall rules, routing, storage, backup and restore tooling. Unless expressly agreed in a Dedicated or custom written offer, the customer receives authenticated service access through Hermes Layer, not administrative access to the underlying server or host infrastructure.

10. Subscription cancellation

The customer may cancel its subscription through the Stripe Customer Portal, where available, or by contacting: [email protected].

Unless otherwise stated at the time of cancellation, cancellation takes effect at the end of the current billing period. The customer retains access until that date, unless suspended for breach, fraud, chargeback, non-payment or security risk.

For consumers who may be accepted despite the professional positioning of the service, Hermes Layer will provide an online termination mechanism compliant with applicable mandatory requirements.

11. Plan changes

Where the service allows a plan change, the commercial and technical effects are those displayed in the interface or Stripe Customer Portal:

• immediate change or change at the next period;
• possible proration;
• new runtime capacity;
• price change;
• tax adjustment;
• possible technical restart or reconfiguration.

Hermes Layer may limit certain changes if required by the workspace, capacity, billing or security.

12. Refunds

Refund rules are set out in the Refund and Cancellation Policy.

Unless a contrary legal obligation or written commercial decision by Hermes Layer applies, subscription periods already started, activated services, reserved resources, actual use, completed backups, consumed Managed AI credits and provider costs are not refundable.

13. Right of withdrawal and digital services

13.1 Professional customers

For professional customers, no statutory 14-day right of withdrawal applies, unless a mandatory provision provides otherwise or a specific written agreement is made.

13.2 Consumers who may be accepted

If an order is exceptionally concluded with a consumer, the consumer may benefit from mandatory rights applicable to distance contracts and digital services.

Where the consumer requests immediate activation of the service, accesses the workspace, uses the runtime, generates or restores backups, consumes Managed AI credits or effectively uses the service before the end of the withdrawal period, the consumer acknowledges that the digital service begins immediately and that the right of withdrawal may be lost, limited or subject to proportional payment depending on applicable law.

Nothing in these Terms deprives a consumer of mandatory rights that cannot be contractually excluded.

14. Stripe disputes, chargebacks and evidence

In the event of a payment dispute, chargeback, Stripe dispute, alleged fraud or unrecognized payment, the customer is invited to contact Hermes Layer before filing a dispute: [email protected].

Hermes Layer may provide Stripe, the bank, the card network or any competent intermediary with the information necessary to defend the transaction, including:

• applicable contractual documents;
• applicable refund policy;
• checkout proof;
• payment proof;
• receipt or invoice;
• email and billing information;
• Stripe identifiers;
• 3D Secure, CVC, AVS, Radar or payment method information available;
• proof of service activation;
• minimized access and usage logs;
• provisioning history, agent opens, backups, support or Managed AI credit history;
• proof of acceptance, notice or contractual version;
• hashes, PDF/JSON exports and integrity evidence.

An abusive, fraudulent or contractually inconsistent dispute may result in access suspension, runtime stop, account termination, collection of amounts due and retention of evidence for the necessary period.

15. Commercial support

Requests relating to orders, invoices, subscriptions, refunds or taxes must be sent to: [email protected].

Hermes Layer may request:

• account email;
• invoice or receipt identifier;
• Stripe checkout, subscription, invoice, payment intent or charge identifier;
• payment date;
• description of the issue.

16. Statutory warranties and conformity

For professional customers, Hermes Layer provides the service in accordance with these Terms and the features available at the time of subscription, subject to limitations, exclusions, third-party providers and service changes.

Where mandatory conformity rules for a digital service apply to a consumer, they remain applicable.

Hermes Layer does not warrant that the service, AI outputs, connectors, models, third-party providers or BYOK configurations are suitable for all uses, including regulated, critical or high-impact uses.

17. Commercial liability

To the extent permitted by law, Hermes Layer’s total commercial liability is limited to the amounts actually paid by the customer for the relevant service during the twelve months preceding the event giving rise to liability.

Hermes Layer is not liable for indirect losses, loss of margin, business interruption, loss of chance, data not exported, decisions based on AI outputs, third-party provider unavailability, customer configuration errors, breach of provider terms or non-compliant use.

This limitation does not apply in case of gross negligence, willful misconduct, bodily injury or liability that cannot legally be limited.

18. Force majeure and third-party providers

Hermes Layer will not be liable for a failure resulting from an event reasonably beyond its control, including provider outage, network incident, cyberattack, disaster, strike, authority decision, Stripe, OpenRouter, SendGrid, hosting, DNS, storage, energy or connectivity interruption.

Hermes Layer relies on third-party providers for certain functions. Their terms and incidents may affect the service.

19. Electronic evidence

Hermes Layer logs, Stripe webhooks, evidence snapshots, transactional emails, subscription histories, support tickets, backups, exports, hashes, audit events and technical records may be used as evidence of order, payment, activation, use, digital delivery, support, cancellation, refund or dispute.

The customer acknowledges the evidentiary value of those elements, subject to legally applicable rights of challenge.

20. Governing law and jurisdiction

These Terms of Sale are governed by French law.

For professional customers, any dispute shall be submitted to the competent courts within the jurisdiction of Nantes, France, unless mandatory rules provide otherwise.

If a consumer customer is concerned despite the professional positioning of the service, applicable mandatory jurisdiction and consumer protection rules are not excluded.

21. Contact

Commercial and billing questions: [email protected]
General questions: [email protected]
Data protection: [email protected]