Terms of Service

These Terms of Service ("Terms") govern your access to and use of ATP, the autonomous transformation platform ("Service" or "ATP") developed, provided and managed by Mitochondria Ventures B.V., a company organised under the laws of the Netherlands, with its principal place of business at Keizersgracht 391A, 1016EJ Amsterdam, The Netherlands ("Mitochondria," "we," "us," or "our").

By accessing or using ATP, you ("Client," "you," or "your") agree to be bound by these Terms. If you are using ATP on behalf of an organisation, you represent and warrant that you have authority to bind that organisation to these Terms.

1. Service Description

ATP is a Mitochondria-owned subscription-based artificial intelligence platform that automates business operations through intelligent, adaptive technology. ATP integrates with your existing systems to process workflows, manage communications, and execute tasks autonomously.

ATP operates as a continuously managed product requiring:

  • An active internet connection

  • Valid subscription

  • Integration with your business systems

  • Compliance with these Terms

2. Account Registration

To use ATP, you must:

  • Provide accurate, current, and complete information

  • Maintain the security of your account credentials

  • Promptly update any changes to your information

  • Be legally capable of entering into contracts

  • Not be barred from receiving services under applicable laws

You are responsible for:

  • All activities occurring under your account

  • Maintaining the confidentiality of login credentials

  • Immediately notifying us of unauthorised access

  • Ensuring authorised users comply with these Terms

3. Subscription and Billing

  • ATP operates on a monthly/quarterly subscription basis (as applicable)

  • Subscription fees are specified in your order form

  • Each subscription covers one defined use case, specified in your order form

  • Additional use cases require separate subscriptions (could be interconnected)

  • Advance Payment: All monthly/quarterly fees are due 100% in advance

  • Billing Cycle: Monthly/Quarterly, as applicable, unless otherwise agreed

  • Grace Period: 7-day grace period for administrative delays

  • Taxes: All fees are exclusive of applicable taxes (e.g., VAT, GST).

  • Currency: Fees are charged in the currency specified in your order

If payment is not received within the grace period:

  • ATP service will be automatically suspended

  • Access to the platform (if applicable) will be restricted

  • Service resumes only upon receipt of all outstanding amounts

  • Reactivation fees may apply

All fees paid are non-refundable, except as required by law or as explicitly stated in these Terms.

4. Service Usage

You agree to use ATP only for:

  • Lawful business purposes

  • Activities consistent with these Terms

  • Purposes for which ATP is designed

You shall not:

  • Violate any applicable laws or regulations

  • Infringe intellectual property rights

  • Transmit malicious code or viruses

  • Attempt to reverse engineer ATP

  • Resell or redistribute ATP services

  • Use ATP to process illegal or harmful content

  • Circumvent usage limits or security measures

Your subscription includes specified usage parameters. Exceeding these may result in:

  • Additional charges

  • Service throttling

  • Requirement to upgrade your plan

5. Intellectual Property

Mitochondria retains all rights, title, and interest in:

  • ATP platform and technology

  • All algorithms, models, and methodologies

  • Documentation, know-how and training materials

  • Improvements and derivatives

  • Mitochondria trademarks and branding

You retain all rights to:

  • Your business data

  • Your configurations and customisations

  • Content you process through ATP

Subject to these Terms, Mitochondria grants you a limited, non-exclusive, non-transferable license to access and use ATP solely for your internal business purposes during your subscription term.

You grant Mitochondria a limited license to access and process your data solely to provide the ATP service and improve our offerings.

6. Data and Privacy

  • None of your data is stored or mastered outside your environment

  • A portion of your data may be processed in our private, secure cloud infrastructure

  • We act as a data processor; you remain the data controller

  • Processing complies with GDPR and applicable privacy laws

We implement industry-standard security measures, including:

  • Encryption in transit and at rest

  • Access controls and authentication

  • Regular security assessments

  • Incident response procedures

You are responsible for:

  • Obtaining necessary consents

  • Implementing privacy notices

  • Ensuring a lawful basis for processing

  • Responding to data subject requests

  • Compliance with applicable privacy laws

Ownership:

  • You retain ownership of all your data

  • We claim no ownership rights to your content

  • Upon termination, your data remains in your possession

7. Service Level and Support

While we strive for maximum uptime, ATP is provided "as available." We do not guarantee:

  • 100% availability

  • Uninterrupted service

  • Error-free operation

We may perform scheduled maintenance with reasonable notice. Emergency maintenance may occur without notice. For support:

  • Email support during business hours

  • Response times based on issue severity

  • Documentation available in client portal (as, when and if applicable)

8. Warranties and Disclaimers

Each party warrants that it:

  • Has the authority to enter into these Terms

  • Will comply with applicable laws

  • Will perform obligations professionally

EXCEPT AS EXPRESSLY PROVIDED, ATP IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

  • MERCHANTABILITY

  • FITNESS FOR A PARTICULAR PURPOSE

  • NON-INFRINGEMENT

  • ACCURACY OR RELIABILITY OF RESULTS

We do not guarantee:

  • Specific business results

  • Cost savings or revenue increases

  • Complete automation of all processes

9. Indemnification

Each party (“Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other party (“Indemnified Party”) from and against any third-party claims, losses, or liabilities arising from:

(a) breach of this Agreement,

(b) violation of applicable laws, or

(c) gross negligence or willful misconduct by the Indemnifying Party.

10. Limitation of LIABILITY

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY.

EXCEPT FOR INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID IN THE THREE MONTHS PRECEDING THE CLAIM.

THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE.

11. Term and Termination

These Terms commence upon your first use of ATP and continue until terminated.

  • By You: 30 days' written notice

  • By Us: 30 days' written notice

  • For Cause: Immediately upon material breach

  • For Non-Payment: Immediately after the grace period

Upon termination:

  • Your access to ATP ceases

  • Outstanding fees become due

  • Your data remains in your systems

  • Confidentiality obligations survive

12. Confidentiality

Each party shall protect the other's confidential information using reasonable care and not disclose it to third parties.

Obligations do not apply to information that:

  • Is publicly available

  • Was rightfully known

  • Is independently developed

  • Must be disclosed by law

13. General Provisions

These Terms are governed by the laws of India (Kutumbakam Ventures LLP) and the Netherlands (Mitochondria Ventures BV), excluding conflict of law principles. Disputes shall be resolved through binding arbitration in Pune/Mumbai and Amsterdam.

These Terms, together with your order form, constitute the entire agreement between the parties. We may update these Terms with 30 days' notice. Continued use after updates constitutes acceptance.

You may not assign these Terms without our consent. We may assign to affiliates or successors. If any provision is invalid, the remainder continues in effect. Neither party is liable for delays due to circumstances beyond reasonable control. Notices must be in writing to the addresses specified in your account.

14. Definitions

"ATP" means the Autonomous Transformation Platform product/service developed, provided and managed by Mitochondria.

"Client Data" means all data, information, and content processed by ATP on your behalf.

"Subscription Fee" means the recurring fee for ATP access as specified in your order.

"Use Case" means a specific business process or workflow automated by ATP.

By using ATP and any Mitochondria services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.