Terms of Service

Last updated: March 20, 2026

These Terms of Service ("Agreement") constitute a legally binding contract between the entity identified in the applicable Order Form ("Customer") and Magma Company GmbH, Salvemattweg 11, Switzerland ("OraPilot", "Provider", "we", "us", or "our"), governing Customer's access to and use of the OraPilot platform ("Service"). By accessing or using the Service, Customer agrees to be bound by this Agreement. If Customer does not agree, Customer shall not access or use the Service.

1. Definitions

"Aggregated Data" means data derived from Customer Data that has been de-identified, anonymized, or aggregated such that it cannot reasonably be used to identify any individual, Customer, or data subject, including but not limited to statistical patterns, algorithmic models, product taxonomies, material classifications, pricing benchmarks, workflow patterns, and other analytical outputs.

"Authorized User" means an individual natural person who is an employee or authorized agent of Customer, to whom Customer has granted access to the Service under a unique, non-transferable account.

"Confidential Information" means any non-public information disclosed by one Party to the other in connection with this Agreement, including but not limited to business plans, technical data, trade secrets, and the terms of this Agreement.

"Customer Data" means all data, content, and information submitted to or processed by the Service on behalf of Customer, including without limitation email content, email metadata, contact information, request-for-quote data, purchase order data, supplier communications, pricing data, product specifications, and other transactional data.

"Documentation" means the user guides, help articles, API documentation, and other technical materials made available by Provider in connection with the Service.

"Derived Insights" means all models, algorithms, improvements, enhancements, statistical analyses, machine learning models, data structures, taxonomies, indices, benchmarks, aggregated analytics, and any other intellectual property developed, trained, or derived by Provider through the operation of the Service, including but not limited to insights derived from the processing of Customer Data in anonymized or aggregated form.

"Fair Use Limits" means the usage thresholds set forth in Section 8 of this Agreement.

"Order Form" means a mutually executed document or electronic order specifying the Service plan, number of Authorized Users, fees, and any additional terms applicable to Customer's subscription.

"Party" means either Customer or Provider individually; "Parties" means both collectively.

"Seat" means a single, unique, non-transferable license allocated to one (1) Authorized User, entitling such individual to access and use the Service.

"Service" means the OraPilot SaaS platform, including all features, functionality, integrations, APIs, and related services as described in the Documentation.

2. Service Description

2.1. The Service provides data extraction, structuring, and organization from business emails, requests for quotation, supplier quotes, purchase orders, and related commercial correspondence, enabling Authorized Users to capture, access, and retrieve historical transactional data pertaining to products, pricing, deliveries, supplier and customer communications, product catalogs, and other business-relevant information.

2.2. The Service is provided on a subscription basis as further specified in the applicable Order Form.

3. Account Registration and Authorized Users

3.1. One Seat, One Person. Each Seat is assigned to one (1) individual natural person and is strictly non-transferable. A single Seat may not be shared, used simultaneously by, or reassigned to multiple individuals. Customer shall not permit any individual to access the Service using credentials assigned to another individual.

3.2. Seat Reassignment. Customer may reassign a Seat to a different individual solely in the event that the original Authorized User's employment with Customer has terminated or such individual no longer requires access to the Service. Reassignment of Seats for the purpose of circumventing per-Seat billing is expressly prohibited and shall constitute a material breach of this Agreement.

3.3. Account Security. Customer is solely responsible for maintaining the confidentiality of all account credentials, for all activities that occur under Customer's accounts, and for promptly notifying Provider of any unauthorized access or use.

3.4. Compliance by Users. Customer shall ensure that all Authorized Users comply with the terms of this Agreement. Any act or omission of an Authorized User in violation of this Agreement shall be deemed an act or omission of Customer.

4. Customer Data

4.1. Ownership. As between the Parties, Customer retains all right, title, and interest in and to Customer Data. Nothing in this Agreement shall be construed to transfer ownership of Customer Data to Provider.

4.2. License to Process. Customer hereby grants Provider a limited, non-exclusive, worldwide, royalty-free license to access, use, copy, store, transmit, and process Customer Data solely for the purposes of (a) providing, operating, and maintaining the Service, (b) complying with applicable law, and (c) as otherwise set forth in this Agreement.

4.3. Derived Insights and Aggregated Data. Customer acknowledges and agrees that Provider shall own all right, title, and interest in and to all Derived Insights and Aggregated Data. For the avoidance of doubt, Provider may use, retain, modify, sublicense, and commercially exploit Derived Insights and Aggregated Data for any lawful purpose, including but not limited to improving, enhancing, and developing the Service, developing new products and services, generating benchmarks and analytics, and training machine learning models and algorithms, in each case without obligation, restriction, or compensation to Customer. This license shall survive the termination or expiration of this Agreement in perpetuity. Provider shall ensure that Derived Insights and Aggregated Data do not, individually or in combination, reveal the identity of Customer, any Authorized User, or any data subject, and cannot reasonably be reverse-engineered to do so.

4.4. Data Return and Deletion. Upon termination or expiration of this Agreement, Provider shall, at Customer's written request made within thirty (30) days of termination, return Customer Data in a commercially reasonable machine-readable format. Following such thirty (30) day period, or upon Customer's earlier written instruction, Provider shall delete all Customer Data in its possession, except to the extent that retention is required by applicable law or regulation, or except for Derived Insights and Aggregated Data, which Provider shall be entitled to retain indefinitely in accordance with Section 4.3.

5. Intellectual Property

5.1. Provider IP. Provider retains all right, title, and interest in and to the Service, including without limitation all software, algorithms, models, machine learning outputs, interfaces, APIs, Documentation, trade secrets, know-how, and all related intellectual property rights. This Agreement does not grant Customer any rights in or to the Service except as expressly set forth herein.

5.2. Derived Insights. Without limiting the generality of Section 4.3, all improvements, modifications, derivative works, models, algorithms, data structures, taxonomies, indices, benchmarks, and other intellectual property developed or derived by Provider in connection with the provision of the Service (including through the processing of Customer Data in anonymized or aggregated form) shall be the sole and exclusive property of Provider, free and clear of any claims, liens, or encumbrances by Customer.

5.3. Feedback. To the extent Customer provides any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Service ("Feedback"), Customer hereby assigns to Provider all right, title, and interest in and to such Feedback and agrees that Provider shall be free to use, implement, modify, and commercially exploit Feedback without obligation, attribution, or compensation.

5.4. Trademarks. This Agreement does not grant Customer any right to use Provider's trademarks, service marks, trade names, logos, or other brand identifiers.

6. Use Restrictions

6.1. Customer shall not, and shall not permit any third party to:

(a) use the Service for any purpose that is unlawful, harmful, or prohibited by this Agreement;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or data structures of the Service;

(d) sublicense, resell, rent, lease, transfer, distribute, or otherwise make the Service available to any third party, except as expressly permitted herein;

(e) remove, alter, or obscure any proprietary notices, labels, or markings on the Service;

(f) use the Service to develop a competing product or service;

(g) transmit any virus, malware, or other harmful code through the Service;

(h) interfere with or disrupt the integrity or performance of the Service or any third-party data contained therein;

(i) access or use the Service in a manner that exceeds the Fair Use Limits set forth in Section 8;

(j) share, transfer, or permit concurrent use of Seat credentials in violation of Section 3.1.

7. Fees and Payment

7.1. Per-Seat Billing. Customer shall pay fees on a per-Seat basis as specified in the applicable Order Form. Each Seat entitles one (1) Authorized User to access the Service. Additional Seats may be added during the subscription term and shall be billed on a pro-rata basis for the remainder of the then-current billing period.

7.2. Billing Cycle. Unless otherwise specified in the Order Form, fees shall be invoiced monthly in advance. All invoices are due and payable within fourteen (14) days of the invoice date.

7.3. Taxes. All fees are exclusive of applicable taxes, levies, and duties. Customer is responsible for all taxes arising from this Agreement, excluding taxes based on Provider's net income.

7.4. Late Payments. Overdue amounts shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower), calculated from the due date until payment is received in full.

7.5. Non-Refundable. Except as expressly provided in this Agreement, all fees are non-refundable and non-cancellable.

7.6. Price Changes. Provider reserves the right to modify fees upon thirty (30) days' prior written notice. Fee changes shall take effect at the start of the next billing period following the notice period. If Customer does not agree to the fee change, Customer may terminate this Agreement in accordance with Section 10.

8. Fair Use Policy

8.1. Purpose. The Service is designed for normal business use consistent with the Service Description. To ensure equitable access and prevent disproportionate consumption of shared resources, the following Fair Use Limits apply.

8.2. Fair Use Limits. Customer's use of the Service shall not exceed the following thresholds per Authorized User per calendar month, unless a higher limit is expressly agreed in the applicable Order Form:

(a) Email ingestion: Up to 10,000 emails per Seat per month;

(b) API requests: Up to 50,000 API calls per Seat per month;

(d) Integrations: Reasonable use of third-party integrations consistent with the intended purpose of the Service.

8.3. Excessive Use. In the event that Customer's usage materially exceeds the Fair Use Limits, Provider shall notify Customer in writing and the Parties shall negotiate in good faith an appropriate adjustment, which may include (a) purchase of additional capacity, (b) upgrade to a higher service tier, or (c) implementation of reasonable usage controls. Provider reserves the right to throttle or restrict Service access if Customer's usage materially and persistently exceeds Fair Use Limits and Customer fails to remedy such excess within fourteen (14) days of written notice.

8.4. No Resale. Customer shall not resell, redistribute, or commercially exploit access to the Service or permit use of the Service by any party other than Authorized Users.

9. Availability and Support

9.1. Availability. Provider shall use commercially reasonable efforts to make the Service available, but expressly disclaims any guarantee of uninterrupted, error-free, or continuous availability. The Service may be subject to scheduled and unscheduled maintenance, during which availability may be affected. Provider shall use reasonable efforts to provide advance notice of scheduled maintenance.

9.2. No SLA. Unless expressly agreed in a separate Service Level Agreement executed by both Parties, Provider makes no commitments regarding uptime, response time, or availability targets. In no event shall Provider be liable for any damages arising from Service unavailability.

9.3. Support. Support is provided via email at support@orapilot.com during Provider's standard business hours (Central European Time). Provider shall use commercially reasonable efforts to respond to support inquiries within a reasonable timeframe, but makes no guarantee of response times unless otherwise agreed in writing.

10. Term and Termination

10.1. Term. This Agreement commences on the date Customer first accesses the Service or the date of the applicable Order Form, whichever is earlier, and continues for the subscription term specified in the Order Form ("Initial Term"). Unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term, the Agreement shall automatically renew for successive periods equal to the Initial Term (each, a "Renewal Term").

10.2. Termination for Convenience. Either Party may terminate this Agreement for any reason upon thirty (30) days' prior written notice.

10.3. Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) days of receiving written notice thereof, or (b) becomes subject to insolvency, bankruptcy, receivership, liquidation, or similar proceedings.

10.4. Suspension. Provider may immediately suspend Customer's access to the Service, without liability, in the event of (a) a material breach of this Agreement by Customer, (b) non-payment of fees exceeding thirty (30) days past due, (c) activity that threatens the security or integrity of the Service, or (d) as required by applicable law or regulation.

10.5. Effect of Termination. Upon termination or expiration of this Agreement: (a) Customer's right to access and use the Service shall immediately cease; (b) Customer shall pay all outstanding fees accrued through the date of termination; (c) data return and deletion shall be governed by Section 4.4; (d) Sections 1, 4.3, 4.4, 5, 8.4, 11, 12, 13, 14, 15, 16, and 17 shall survive termination.

11. Disclaimer of Warranties

11.1. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

11.2. WITHOUT LIMITING THE FOREGOING, PROVIDER MAKES NO WARRANTY THAT (A) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE, COMPLETE, OR RELIABLE; (D) ANY DATA EXTRACTION, STRUCTURING, OR CLASSIFICATION PERFORMED BY THE SERVICE WILL BE FREE OF ERRORS OR OMISSIONS; OR (E) ANY DEFECTS IN THE SERVICE WILL BE CORRECTED.

11.3. CUSTOMER ACKNOWLEDGES THAT THE SERVICE INVOLVES AUTOMATED DATA EXTRACTION AND STRUCTURING, WHICH MAY PRODUCE INACCURATE OR INCOMPLETE RESULTS. CUSTOMER IS SOLELY RESPONSIBLE FOR VERIFYING THE ACCURACY AND COMPLETENESS OF ALL DATA AND OUTPUTS GENERATED BY THE SERVICE BEFORE RELYING ON SUCH DATA OR OUTPUTS FOR ANY BUSINESS DECISION.

12. Limitation of Liability

12.1. Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2. Aggregate Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF (A) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO PROVIDER DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND EUROS (€1,000.00).

12.3. Essential Basis. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 12 ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES, THAT THE FEES CHARGED UNDER THIS AGREEMENT REFLECT THE ALLOCATION OF RISK EMBODIED IN THESE LIMITATIONS, AND THAT PROVIDER WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT SUCH LIMITATIONS.

12.4. Exceptions. Nothing in this Section 12 shall limit or exclude liability for (a) death or personal injury caused by gross negligence or willful misconduct, (b) fraud or fraudulent misrepresentation, or (c) any other liability that cannot be lawfully excluded or limited under applicable law.

13. Indemnification

13.1. Customer Indemnification. Customer shall indemnify, defend, and hold harmless Provider and its officers, directors, employees, agents, and affiliates from and against any and all claims, actions, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's use of the Service in violation of this Agreement or applicable law; (b) Customer Data or any content submitted to the Service by Customer or its Authorized Users; (c) any third-party claim arising from Customer's business activities; or (d) any breach by Customer of its representations, warranties, or obligations under this Agreement.

13.2. No Provider Indemnification. For the avoidance of doubt, Provider does not provide any indemnification to Customer under this Agreement. Customer's sole and exclusive remedy for any claim arising out of or related to the Service shall be limited to the remedies expressly set forth in this Agreement, subject to the limitations of liability in Section 12.

14. Data Protection

14.1. Personal data processed by Provider on behalf of Customer shall be governed by the Data Processing Agreement ("DPA") executed between the Parties. In the event of a conflict between this Agreement and the DPA with respect to data protection matters, the DPA shall prevail.

14.2. Customer represents and warrants that it has obtained all necessary consents, authorizations, and legal bases required under applicable data protection laws for the processing of personal data by Provider in connection with the Service.

14.3. Provider's Privacy Policy, available at orapilot.com/legal/privacy-policy, governs the collection and processing of personal data for which Provider acts as data controller (including Authorized User account data, website visitor data, and usage analytics).

15. Confidentiality

15.1. Obligations. Each Party agrees to maintain the Confidential Information of the other Party in strict confidence and not to disclose such Confidential Information to any third party, except to employees, agents, or contractors with a need to know who are bound by confidentiality obligations no less restrictive than those set forth herein.

15.2. Exceptions. Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the receiving Party; (b) was already in the receiving Party's possession without restriction prior to disclosure; (c) is independently developed by the receiving Party without reference to the disclosing Party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided that the receiving Party gives reasonable prior notice to the disclosing Party.

15.3. Survival. Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

16. Governing Law and Dispute Resolution

16.1. This Agreement shall be governed by and construed in accordance with the laws of Switzerland, without regard to its conflict of laws principles.

16.2. Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its validity, invalidity, breach, or termination, shall be resolved by the competent courts at the registered seat of Provider.

16.3. Prior to commencing any legal proceedings, the Parties shall attempt in good faith to resolve any dispute through direct negotiation for a period of not less than thirty (30) days.

17. General Provisions

17.1. Entire Agreement. This Agreement, together with the DPA, any Order Forms, and the Privacy Policy, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

17.2. Amendments. No modification or amendment of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. Notwithstanding the foregoing, Provider may update these Terms in accordance with Section 17.8.

17.3. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to render it valid and enforceable while preserving the Parties' original intent.

17.4. Waiver. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

17.5. Assignment. Customer may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder, in whole or in part, without the prior written consent of Provider. Provider may freely assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be void.

17.6. Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, civil unrest, government actions, power failures, Internet disruptions, or third-party service provider outages.

17.7. Notices. All notices under this Agreement shall be in writing and delivered by email to the addresses specified in the applicable Order Form. Notices shall be deemed received upon confirmed delivery.

17.8. Modifications to Terms. Provider may update this Agreement from time to time. Provider shall notify Customer of material changes at least thirty (30) days before they take effect. Continued use of the Service after the effective date of such changes constitutes Customer's acceptance thereof. If Customer does not agree with any material changes, Customer may terminate this Agreement prior to the effective date of such changes.

17.9. Independent Contractors. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

17.10. Third-Party Beneficiaries. This Agreement does not confer any rights or remedies upon any person or entity other than the Parties and their respective successors and permitted assigns.

Contact

Magma Company GmbH

Email: contact@orapilot.com

Website: https://orapilot.com