Terms of Service

Last Updated: May 2026

These Terms of Service ("Terms") govern your access to and use of Mitochondria's AI Systems and related services.

1. Contracting Entities

Services are provided by the entity specified in your Order Form. By using our services, you ("Client", "you") agree to be bound by these Terms. If you are using services on behalf of an organisation, you represent that you have the authority to bind that organisation.

2. Definitions

"AI Systems" means the agentic AI systems provided by Mitochondria, including the underlying orchestration framework and the specific systems deployed under engagement-specific names as identified in the Order Form.

"Client Data" means all data, information, and content processed by Mitochondria's AI Systems on your behalf.

"Order Form" means the document specifying the services, fees, and terms of your subscription.

"Personal Data" means any information relating to an identified or identifiable natural person.

"Subscription Fee" means the recurring fee for access to Mitochondria's AI Systems as specified in your Order Form.

"Use Case" means a specific business process or workflow automated by Mitochondria's AI Systems.

3. Service Description

Mitochondria's AI Systems are agentic AI systems that automate business operations through intelligent, adaptive workflows. The AI Systems integrate with Client systems to process workflows, manage communications, and execute tasks autonomously within defined governance boundaries agreed in the Order Form.

The AI Systems operate as continuously managed services requiring:

  • An active internet connection

  • Valid subscription

  • Integration with your business systems

  • Compliance with these Terms

4. Account Registration

To use the AI Systems, 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 prohibited 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 any unauthorised access

  • Ensuring all authorised users comply with these Terms

5. Subscription and Billing

Subscription Model

  • Access to the AI Systems operates on a subscription basis (monthly, quarterly, or annual, as specified)

  • Each subscription covers one defined Use Case specified in your Order Form

  • Additional Use Cases require separate subscriptions

Payment Terms

  • All fees are due 100% in advance

  • Billing cycle is monthly, quarterly, or annual, as specified in your Order Form

  • Grace period: 3-6 days for administrative delays

  • All fees are exclusive of applicable taxes (VAT, GST, etc.)

  • Fees are charged in the currency specified in your Order Form

Non-Payment If payment is not received within the grace period:

  • Access to the AI Systems will be suspended

  • Service resumes only upon receipt of all outstanding amounts

  • Reactivation duration and fees may apply

Refunds All fees paid are non-refundable except as required by law or as explicitly stated in your Order Form.

6. Service Usage

Permitted Use You agree to use the AI Systems only for:

  • Lawful business purposes

  • Activities consistent with these Terms

  • Purposes for which the AI Systems are designed

Prohibited Use You shall not:

  • Violate any applicable laws or regulations

  • Infringe the intellectual property rights of any party

  • Transmit malicious code, viruses, or harmful content

  • Attempt to reverse engineer, decompile, or disassemble the AI Systems

  • Resell, sublicense, or redistribute access to the AI Systems

  • Use the AI Systems to process illegal, harmful, or prohibited content

  • Circumvent usage limits, security measures, or access controls

  • Interfere with the operation of the AI Systems or other clients' use

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

  • Additional charges

  • Service throttling

  • Requirement to upgrade your subscription

7. AI Limitations and Client Responsibility

The AI Systems generate outputs based on probabilistic models and automation logic. Outputs may contain errors, omissions, or inaccuracies.

Client remains responsible for:

  • Reviewing and validating all outputs

  • Decisions made based on outputs of the AI Systems

  • Compliance with applicable laws and regulations

  • Human oversight for legal, financial, safety-critical, and regulated workflows

The AI Systems are designed to augment human decision-making, not replace it. Mitochondria does not provide legal, financial, medical, or other professional advice through the AI Systems.

8. Intellectual Property

Mitochondria Ownership Mitochondria retains all rights, title, and interest in:

  • The AI Systems, including their software, algorithms, models, and methodologies

  • Documentation and training materials

  • Improvements and derivative works

  • Mitochondria trademarks and branding

Client Ownership You retain all rights to:

  • Your business data

  • Your configurations and customisations

  • Content you process through the AI Systems

  • Outputs generated by the AI Systems using your data

License Grant

Subject to these Terms, Mitochondria grants you a limited, non-exclusive, non-transferable licence to access and use the AI Systems solely for your internal business purposes during your subscription term. You grant Mitochondria a limited licence to access and process your data solely to provide the AI Systems as contracted.

9. Data and Privacy

Data Ownership

  • You retain ownership of all your data

  • Mitochondria claims no ownership rights to your content

  • Upon termination, your data remains in your systems

Data Processing

  • Your data is processed transiently and not stored by Mitochondria except where explicitly agreed or required by law

  • We do not train models on your data

  • We act as Data Processor under the GDPR, UK GDPR, and DPDP Act; you remain Data Controller (under the GDPR and UK GDPR) or Data Fiduciary (under the DPDP Act)

  • Processing complies with EU GDPR, UK GDPR, and DPDP Act

Intra-Group Processing

Where Mitochondria Ventures B.V. is the contracting entity, development and operational support may be provided by our affiliated entity, Kutumbakam Ventures LLP (India). Such processing is subject to equivalent data protection obligations and appropriate transfer safeguards.

Security

We implement appropriate security measures, including:

  • Encryption in transit and at rest, where applicable

  • Access controls and authentication

  • Regular security assessments

  • Incident response procedures

Data Processing Agreement

A Data Processing Agreement is executed with all Clients processing personal data of regulated Data Subjects or Data Principals and forms part of the agreement. The form of Data Processing Agreement executed corresponds to the regulatory regime applicable to the engagement and may incorporate the obligations of Article 28 of the GDPR, Section 8 of the DPDP Act, or both, as applicable.

10. Service Levels and Support

Availability While we strive for maximum uptime, the AI Systems are provided on an "as available" basis. We do not guarantee:

  • 100% availability

  • Uninterrupted service

  • Error-free operation

Maintenance

  • Scheduled maintenance will be communicated with reasonable notice

  • Emergency maintenance may occur without prior notice

Support

  • Email support during business hours

  • Response times based on issue severity

  • Documentation available as applicable

Service level commitments, if any, are specified in your Order Form.

11. Warranties

Mutual Warranties

Each party warrants that it:

  • Has the authority to enter into these Terms

  • Will comply with applicable laws

  • Will perform its obligations in a professional manner

Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, THE AI SYSTEMS ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. MITOCHONDRIA DISCLAIMS 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 outcomes

  • Cost savings or revenue increases

  • Complete automation of all processes

12. Indemnification

By Client

You agree to indemnify and hold harmless Mitochondria from any third-party claims arising from:

  • Your breach of these Terms

  • Your violation of applicable laws

  • Your data or content processed through the AI Systems

  • Your use of the AI Systems in combination with other products or services

  • Decisions made based on outputs of the AI Systems

By Mitochondria

Mitochondria agrees to indemnify and hold harmless Client from third-party claims that the AI Systems infringe valid intellectual property rights, provided Client:

  • Promptly notifies Mitochondria of the claim

  • Gives Mitochondria control of the defence

  • Cooperates in the defence

13. Limitation of Liability

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE THEORY OF LIABILITY.

EXCEPT FOR INDEMNIFICATION OBLIGATIONS AND BREACHES OF CONFIDENTIALITY, EACH PARTY'S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CLIENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

THESE LIMITATIONS APPLY EVEN IF A REMEDY FAILS ITS ESSENTIAL PURPOSE, TO THE EXTENT PERMITTED BY LAW.

14. Confidentiality

Obligations Each party shall:

  • Protect the other Party's confidential information using reasonable care

  • Not disclose confidential information to third parties

  • Use confidential information only for the purposes of these Terms

Exceptions Confidentiality obligations do not apply to information that:

  • Is or becomes publicly available through no fault of the receiving party

  • Was rightfully known prior to disclosure

  • Is independently developed without the use of confidential information

  • Must be disclosed by law (with reasonable notice where permitted)

Duration Confidentiality obligations survive termination for three (3) years.

15. Term and Termination

Term These Terms commence upon your first use of the AI Systems and continue for the subscription period specified in your Order Form.

Renewal Subscriptions renew automatically unless terminated with 30 days' written notice before the renewal date.

Termination for Convenience Either party may terminate with 30 days' written notice at the end of any subscription period.

Termination for Cause Either party may terminate immediately upon:

  • Material breach not cured within 30 days of written notice

  • Insolvency, bankruptcy, or similar proceedings

  • Non-payment after the grace period (by Mitochondria)

Effect of Termination Upon termination:

  • Your access to the AI Systems ceases

  • All outstanding fees become immediately due

  • Your data remains in your systems

  • Confidentiality obligations survive

  • Mitochondria does not retain copies of your data except where required by law

16. Governing Law and Disputes

Where Mitochondria Ventures B.V. is the contracting entity These Terms are governed by the laws of the Netherlands, excluding conflict of law principles. Disputes shall be resolved by the competent courts in Amsterdam.

Where Kutumbakam Ventures LLP is the contracting entity These Terms are governed by the laws of India, excluding conflict of law principles. Disputes shall be resolved through binding arbitration in Pune under the Arbitration and Conciliation Act, 1996.

The applicable governing law is determined by the contracting entity specified in your Order Form.

17. General Provisions

Entire Agreement These Terms, together with your Order Form and referenced policies, constitute the entire agreement between the parties.

Amendments We may update these Terms with 30 days' notice. Continued use after updates constitutes acceptance. Material changes will be communicated via email.

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

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

Waiver Failure to enforce any provision does not constitute a waiver.

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

Notices Notices must be in writing to the addresses specified in your Order Form or account.

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By using Mitochondria's AI Systems and services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.