Terms of Service

Introduction

These Terms of Service ("Terms") govern your access to and use of Orpius, a software service developed and provided by Outcoder Sàrl, Switzerland ("Outcoder", "we", "us" or "our").

In these Terms, "Orpius" or the "Service" means the Orpius software platform and associated services.

By creating an account or otherwise accepting these Terms, you agree to be bound by them.

If you use Orpius on behalf of a company, organisation or another legal entity, you confirm that you have authority to accept these Terms on its behalf.

Our Privacy Policy explains how we handle personal data in connection with the Service.

1. What Orpius is

Orpius is an AI execution and collaboration platform that allows people and organisations to work with AI assistants, other people, files, tools, connected services and automated processes.

Depending on the functionality available and the permissions granted, Orpius may allow you to:

• Interact with AI models and assistants.
• Create, configure and operate AI agents.
• Create and run Operations and automated processes.
• Communicate through chat, email or other channels.
• Collaborate with users and external participants.
• Upload, store, create and process files.
• Connect external applications and services.
• Execute code or use authorised tools.
• Schedule and perform work automatically.
• Allow agents to take actions through connected services on behalf of authorised users.

Orpius is currently provided as a Beta. The Service is under active development and may change substantially.

2. AI providers and AI-generated output

2.1 AI inference services

Orpius provides the platform through which AI models and inference services can be used.

These models and inference services are provided by independent third parties. Depending on your plan or configuration, they may be accessed through an Orpius-managed arrangement or through a provider selected and configured by you or your organisation.

Unless expressly included in an Orpius offering, access to an AI provider is your responsibility.

2.2 Your AI provider

Where you select or configure an AI provider, you are responsible for:

• Choosing a provider suitable for your use.
• Maintaining required accounts and authorisations.
• Complying with the provider's applicable terms.
• Understanding the provider's data practices.
• Paying charges billed directly by the provider.

Third-party AI providers may impose their own pricing, rate limits, usage restrictions, privacy terms and availability conditions.

Charges billed directly by an AI provider are separate from charges, if any, for use of Orpius.

2.3 AI usage and cost controls

Orpius may provide controls intended to help manage AI usage, including token limits or other resource restrictions.

These controls are not a guarantee of a particular monetary cost.

You are responsible for selecting suitable usage limits and monitoring charges imposed through your own provider accounts.

2.4 Information sent to AI providers

Information relevant to an AI-assisted task may be sent to the model provider used by the relevant assistant or activity.

This may include prompts, instructions, conversation history, file contents, tool results and information retrieved through authorised integrations.

Orpius manages communication routing information and sensitive credentials separately from ordinary model context, as explained in our Privacy Policy.

Where Google Calendar or another service imposes specific data-use restrictions, the relevant processing must comply with those restrictions.

2.5 AI output

AI-generated output can be inaccurate, incomplete, outdated, misleading or inappropriate.

We do not guarantee the correctness, reliability or suitability of AI-generated responses, recommendations or decisions.

You are responsible for determining whether and how to use AI output and for applying appropriate review when errors could have significant consequences.

3. Accounts, organisations and users

You must be legally capable of accepting these Terms. Where applicable law requires the involvement of a parent, guardian or another person, you may use Orpius only with the required permission.

You must provide reasonably accurate account information and take appropriate measures to protect your credentials.

If you use Orpius through an organisation, the organisation may control your access to its Spaces, files, AI assistants, Operations and other resources.

Owners and administrators may manage users, assign permissions, configure services and remove access to organisational resources.

You are responsible for ensuring that people you invite into shared resources are authorised to receive the information made available to them.

You must notify us if you become aware of unauthorised use or compromise of your account.

4. The Free Beta

4.1 Beta status

Orpius is currently made available without charge as a Free Beta, subject to applicable usage limits.

The Free Beta is intended for early use, evaluation and development. Features may be experimental, incomplete or subject to change.

Access to the Free Beta is not guaranteed for any particular period.

Free access does not create a right to continued use of the Service or any particular feature or resource.

4.2 Availability

The Free Beta has no service-level agreement unless expressly agreed otherwise in writing.

We do not guarantee uninterrupted operation, error-free functionality, continued availability of particular integrations, or specific performance and response times.

We may undertake maintenance, update infrastructure, modify components or temporarily make parts of the Service unavailable.

4.3 Resource and usage limits

We may apply reasonable limits to the Free Beta, including limits relating to:

• Storage and files.
• Processing and code execution.
• Operations and automated activities.
• Email and messaging traffic.
• Database and network resources.
• Integrations, users and other infrastructure resources.

We may change these limits as the Beta develops.

We may restrict, throttle or suspend activity that consumes disproportionate resources, affects other users, creates material operational costs or threatens the stability or security of the Service.

Where reasonably practicable, we will restrict only the affected functionality.

4.4 Changes and discontinuation

We may add, modify, restrict or remove features during the Free Beta.

We may suspend or discontinue the Free Beta in whole or in part. Where reasonably practicable, we will provide advance notice of significant changes or discontinuation.

We may act without advance notice where urgent security, legal, technical, operational or abuse-prevention circumstances reasonably require it.

4.5 Future paid services

We may introduce paid plans or services in the future. Features or usage levels previously available free of charge may become paid offerings.

We will not automatically begin charging you merely because a previously free feature becomes chargeable.

Unless a separate agreement provides otherwise, you must agree to the applicable paid offering before Orpius charges you.

5. Your content and responsibilities

5.1 Your content

As between you and Outcoder, you retain the rights you hold in files, messages, prompts, instructions and other content provided through Orpius ("User Content").

These Terms do not transfer ownership of User Content to Outcoder.

You grant us the permissions reasonably necessary to host, copy, process, transmit and otherwise handle User Content to provide and secure the Service and carry out authorised instructions.

5.2 Content belonging to others

You are responsible for ensuring that you have the rights and lawful authority to provide content to Orpius and instruct the Service to process it.

This includes personal information, confidential information, intellectual property and information obtained from connected systems.

If you instruct Orpius to share information or communicate with another person, you are responsible for ensuring that the disclosure is appropriate and authorised.

5.3 AI agents and automated actions

Orpius allows AI assistants, Operations and automated processes to act using tools and connected services.

Depending on the permissions configured, these actions may include sending emails, creating or modifying files, managing calendar events, accessing external systems, making API requests and executing code.

You are responsible for deciding what authority to grant and for configuring appropriate permissions and safeguards.

AI systems may misunderstand instructions, and automated actions may not produce the result you intended.

Where an incorrect action could cause significant loss or harm, you should use human approval, independent verification, restricted permissions or other appropriate safeguards.

The Free Beta is not intended to be the sole control system for activities where failure could reasonably cause significant financial, legal, medical or safety-related harm.

5.4 Connected services and integrations

You must have authority to connect any external account, application or system configured for use with Orpius.

By authorising a connection, you permit Orpius to use it to perform requested or configured actions within the granted permissions.

Connected services may impose separate terms, restrictions and privacy requirements.

Third-party services may change, restrict or discontinue functionality without our control, and we may need to modify or discontinue affected integrations.

6. Acceptable use

You must not use Orpius:

• For unlawful purposes or to infringe others' rights.
• To access systems or information without authorisation.
• To distribute malware or deliberately compromise systems.
• To facilitate fraud, phishing or impersonation.
• To send unlawful spam or abusive communications.
• To harass, threaten or intentionally harm others.
• To disrupt or overload the Service.
• To circumvent security or usage restrictions.
• To conduct unauthorised security testing or exploitation.
• To circumvent account or resource limits through others.
• In ways that create material security, legal or operational risks for the Service or its users.

You must not attempt to reverse engineer or extract non-public source code from Orpius except to the extent permitted by applicable law.

We may investigate suspected misuse and take reasonable measures to protect the Service and its users.

7. Privacy, security and backups

Our Privacy Policy explains how we process personal data for accounts, conversations, integrations, security and service operations.

Where we process personal data on behalf of an organisation, additional data-processing terms may apply.

You are responsible for ensuring that your own use of Orpius complies with applicable data-protection, confidentiality and other legal requirements.

We take reasonable technical and organisational measures designed to protect information, but no internet-connected service can guarantee absolute security.

Backups and important information

We may use backups and resilience measures to operate the Service. However, the Free Beta is not a dedicated archival or backup service.

We do not guarantee that every item of User Content can always be recovered.

You should maintain independent copies of information whose loss would cause significant harm to you or your organisation.

8. Suspension, termination and data export

8.1 Suspension

We may suspend or restrict access where reasonably necessary because:

• These Terms have been materially breached.
• An account appears compromised.
• Activity creates a security or legal risk.
• Use threatens service reliability.
• Resource limits have been exceeded.
• Usage creates disproportionate infrastructure costs.
• A third-party service requires the restriction.
• Urgent technical or operational action is required.

Where reasonably practicable, we will limit the restriction to the affected functionality and provide appropriate notice.

We may act immediately where delay would materially increase security, legal, financial or operational risk.

8.2 Ending your use

You may stop using Orpius at any time.

Where account deletion functionality is available, you may use it or submit a request through our contact form.

If your account belongs to an organisation, leaving or deleting your account does not necessarily delete information controlled by that organisation.

8.3 Termination by Outcoder

We may terminate access following material or repeated breaches, significant security or legal risks, legal requirements, or discontinuation of the Service.

Where a breach can reasonably be corrected, we will ordinarily provide an opportunity to do so unless immediate action is justified.

8.4 Access to your data

Where we discontinue the Free Beta or terminate access in circumstances that do not require immediate action, we will, where reasonably practicable, provide an opportunity to retrieve available User Content.

We may disable active AI processing, Operations, integrations or code execution while providing limited access for data retrieval.

Following termination and any applicable retrieval period, information may be deleted in accordance with our Privacy Policy, applicable organisational instructions and legal obligations.

Information may remain temporarily in backups until those backups expire.

Mandatory data-protection rights remain unaffected.

9. Disclaimers and liability

9.1 Beta disclaimer

Orpius is a Beta service provided on an "as available" basis.

To the fullest extent permitted by law, we do not guarantee that:

• The Service will be uninterrupted or error-free.
• Every defect will be corrected.
• Information will never be lost.
• Every feature or integration will remain available.
• External AI providers will remain available.
• AI-generated information will be accurate.
• Automated actions will achieve intended results.

Nothing in these Terms excludes warranties, rights or remedies that applicable law does not permit us to exclude.

9.2 Your decisions

Orpius is a general-purpose technology platform. AI-generated output should not be regarded as inherently reliable because it appears confident or detailed.

You are responsible for decisions made using Orpius and for appropriate review where legal, financial, medical, professional or safety consequences may be significant.

9.3 Liability

Nothing in these Terms excludes or limits liability where such exclusion or limitation is prohibited by applicable law, including liability that cannot lawfully be excluded for intentional misconduct or gross negligence.

Subject to mandatory law and to the fullest extent permitted, Outcoder is not liable for indirect or consequential losses, lost profits, lost anticipated savings, lost opportunities, loss of goodwill or business interruption.

To the fullest extent permitted by law, Outcoder is not responsible for losses resulting solely from:

• Third-party AI providers or their output.
• Third-party APIs, integrations or services.
• Charges billed directly by external providers.
• Incorrect or incomplete user instructions.
• User-selected permissions or configurations.
• Misuse or disclosure of credentials for which Outcoder is not responsible.
• Actions of third-party systems outside Outcoder's control.

For losses arising from ordinary or slight negligence, and to the extent permitted by applicable law, Outcoder's total aggregate liability arising out of or in connection with the Free Beta shall not exceed CHF 100.

Where the Service is used on behalf of an organisation, this limit applies collectively to the organisation and users accessing the Service through or on its behalf.

This limitation does not apply where liability cannot lawfully be excluded or limited, including liability for intentional misconduct or gross negligence.

10. Intellectual property

Outcoder and its licensors retain ownership of Orpius software, interfaces, designs, documentation, trademarks and other proprietary materials.

Subject to these Terms, we grant you a limited, non-exclusive and non-transferable right to use the Service for its intended purposes while authorised to access it.

No other rights in Orpius are transferred to you.

Third-party and open-source software remains subject to its applicable licences.

If you voluntarily provide suggestions or feedback about Orpius, you permit us to use that feedback to develop and improve the Service without an obligation to compensate you.

This does not give us ownership of your User Content.

11. Changes to the Service and these Terms

Orpius will continue to develop during the Beta.

We may change functionality, technical architecture, integrations and resource limits, and we may update these Terms.

Where changes materially affect your rights or obligations, we will provide reasonable notice where practicable.

Changes may take effect immediately where necessary for legal compliance, security, abuse prevention or urgent technical or operational reasons.

If you do not agree to a material change, you may stop using the Service before it takes effect.

Where applicable law requires renewed acceptance, we will request it.

We may retain records of the version of these Terms accepted by an account and the date of acceptance.

12. General terms

12.1 Governing law and jurisdiction

These Terms are governed by Swiss law, excluding its conflict-of-laws rules.

For users acting for business or professional purposes, the courts at Outcoder's registered seat in Switzerland have exclusive jurisdiction over disputes arising from these Terms or use of Orpius.

For consumers, mandatory rules concerning applicable law and jurisdiction remain unaffected.

12.2 Mandatory rights

Nothing in these Terms excludes or restricts rights that applicable law does not permit to be excluded or restricted.

12.3 Entire agreement

These Terms, documents expressly incorporated into them and any separate written agreement applicable to your use of Orpius constitute the agreement governing your use of the Service.

Where a separate written agreement expressly conflicts with these Terms, that agreement takes precedence to the extent of the conflict.

12.4 Severability

If a provision is found invalid or unenforceable, the remaining provisions continue to apply.

12.5 No waiver

Failure to enforce a provision on one occasion does not prevent its later enforcement.

12.6 Transfer

You may not transfer your rights or obligations under these Terms without our consent.

We may transfer these Terms in connection with a merger, restructuring, sale or transfer of the Orpius business, subject to applicable law.

12.7 Notices

We may provide notices by email, within the Service or through notices published on our website.

You are responsible for keeping your account contact information reasonably up to date.

13. Contact

Questions about these Terms may be submitted through our contact form.

Registered office: Collonge-Bellerive, Geneva
Commercial Register: CH-660-0276012-9
UID/VAT: CHE-466.276.960

Information about personal data is available in our Privacy Policy.