Terms of Service

Effective Date: July, 2024
Last Updated: August, 2025

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

1.1 What is ATP

ATP (Autonomous Transformation Platform) 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.

1.2 Service Availability

ATP operates as a continuously managed product requiring:

• Active internet connection

• Valid subscription

• Integration with your business systems

• Compliance with these Terms

2. Account Registration

2.1 Account Requirements

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

2.2 Account Security

You are responsible for:

• All activities occurring under your account

• Maintaining confidentiality of login credentials

• Immediately notifying us of unauthorised access

• Ensuring authorised users comply with these Terms

3. Subscription and Billing

3.1 Subscription Model

• 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)

3.2 Payment Terms

• 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 (VAT, GST, etc.)

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

3.3 Non-Payment

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

3.4 No Refunds

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

4. Service Usage

4.1 Acceptable Use

You agree to use ATP only for:

• Lawful business purposes

• Activities consistent with these Terms

• Purposes for which ATP is designed

4.2 Prohibited Uses

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

4.3 Usage Limits

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

• Additional charges

• Service throttling

• Requirement to upgrade your plan

5. Intellectual Property

5.1 Mitochondria's Rights

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

5.2 Your Rights

You retain all rights to:

• Your business data

• Your configurations and customisations

• Content you process through ATP

5.3 License Grant to You

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.

5.4 License Grant to Mitochondria

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

6.1 Data Processing

• 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

6.2 Data Security

We implement industry-standard security measures including:

• Encryption in transit and at rest

• Access controls and authentication

• Regular security assessments

• Incident response procedures

6.3 Your Responsibilities

You are responsible for:

• Obtaining necessary consents

• Implementing privacy notices

• Ensuring lawful basis for processing

• Responding to data subject requests

• Compliance with applicable privacy laws

6.4 Data 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

7.1 Service Availability

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

• 100% availability

• Uninterrupted service

• Error-free operation

7.2 Maintenance

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

7.3 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

8.1 Mutual Warranties

Each party warrants that it:

• Has authority to enter these Terms

• Will comply with applicable laws

• Will perform obligations professionally

8.2 Disclaimers

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

8.3 No Guarantee of Outcomes

We do not guarantee:

• Specific business results

• Cost savings or revenue increases

• Complete automation of all processes

9. Indemnification

9.1 Mutual 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

10.1 Consequential Damages

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

10.2 Liability Cap

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

10.3 Essential Purpose

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

11. Term and Termination

11.1 Term

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

11.2 Termination

• By You: 30 days' written notice

• By Us: 30 days' written notice

• For Cause: Immediately upon material breach

• For Non-Payment: Immediately after grace period

11.3 Effect of Termination

Upon termination:

• Your access to ATP ceases

• Outstanding fees become due

• Your data remains in your systems

• Confidentiality obligations survive

12. Confidentiality

12.1 Confidential Information

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

12.2 Exceptions

Obligations do not apply to information that:

• Is publicly available

• Was rightfully known

• Is independently developed

• Must be disclosed by law

13. General Provisions

13.1 Governing Law

These Terms are governed by the laws of the Netherlands, excluding conflict of law principles.

13.2 Dispute Resolution

Disputes shall be resolved through binding arbitration in Amsterdam under Netherlands Arbitration Institute rules.

13.3 Entire Agreement

These Terms, together with your order form, constitute the entire agreement between the parties.

13.4 Amendments

We may update these Terms with 30 days' notice. Continued use after updates constitutes acceptance.

13.5 Assignment

You may not assign these Terms without our consent. We may assign to affiliates or successors.

13.6 Severability

If any provision is invalid, the remainder continues in effect.

13.7 Force Majeure

Neither party is liable for delays due to circumstances beyond reasonable control.

13.8 Notices

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.