Terms of Service

1. Who we are

The Service is provided by ILIN & SADOVENKO, LDA, a Portuguese limited liability company (Sociedade por Quotas), with registered office at Rua de Xabregas, nº 2, Escritório 3.21, 1900-440 Lisboa, Portugal, tax identification number (NIF/VAT) 517251876 ("WorkAist", "we", "us").

You can reach us at [email protected]. Our full company details are set out in the Imprint.

2. Scope and acceptance

These Terms of Service (the "Terms") govern your use of WorkAist Cloud, WorkAist Self-Hosted, our website at workaist.com, and any implementation services we provide (together, the "Service").

These Terms are a public offer addressed to businesses. A contract between you and WorkAist is concluded at the earliest of: (a) you creating an account and confirming acceptance of these Terms; (b) you starting a trial; or (c) you paying an invoice. From that moment these Terms bind both parties.

The Service is offered to businesses, professionals and other organisations acting in the course of their trade. It is not directed at consumers. Where mandatory consumer law nevertheless applies to you, it prevails over any conflicting clause in these Terms.

3. Definitions

• "Customer Data" — any data, including personal data, that you or your users submit to, store in, or generate through the Service.
• "Agent" — an automation you configure and run inside the Service.
• "Connector" — a configured link between the Service and an external system.
• "User" — a natural person you authorise to access your workspace.
• "Model Tokens" — units of large-language-model usage consumed when your Agents run.
• "Subscription Term" — the monthly or yearly period you have paid for.

4. The Service

WorkAist Cloud is a hosted, managed version of the WorkAist platform, operated by us on our infrastructure. WorkAist Self-Hosted is a licensed version that you deploy and operate on your own infrastructure; with Self-Hosted, Customer Data never reaches our systems and we act as neither controller nor processor of it.

We may improve, modify or discontinue individual features. Where a change materially reduces the functionality of a paid plan, we will give you at least 30 days' notice by email, and you may terminate the affected Subscription Term and receive a pro-rata refund of prepaid fees for the unused period.

5. Plans, limits and trial

The following plans are available. Limits are counted independently of one another.

The Starter plan includes a 14-day free trial. You can start the trial without a payment card when you connect your own model provider. If you use WorkAist-provided model tokens during the trial, a valid payment card is required to pay for that usage. You may cancel at any time during the trial; to continue afterwards, you subscribe to a paid plan. The Pro and Business plans begin with an implementation package under clause 8 rather than with a trial.

Business plans, including WorkAist Self-Hosted, SSO, audit logs and a dedicated account manager, start at €2,900 per month and are agreed individually in a separate order form which prevails over these Terms where it differs from them.

6. Fees, taxes and payment

• All prices are stated exclusive of VAT. Applicable VAT is calculated at checkout on the basis of your billing country and, where relevant, your validated VAT identification number.
• The subscription price agreed when you sign is fixed for 12 months from that date. Changes to our list prices during that period do not affect your Subscription Term.
• Yearly plans are billed as ten monthly instalments paid in advance as a single amount — that is, two months are free.
• Fees for a Subscription Term are payable in advance and are non-refundable except where these Terms or mandatory law state otherwise.
• Payments are processed by Stripe. We never receive or store your full card number.
• If a payment fails, we may suspend access after notifying you and allowing a reasonable cure period of at least 7 days.

7. Model tokens

Agents consume Model Tokens when they run. Model Token usage is separate from your subscription fee and is billed under one of two models that you choose and may switch at any time:

• Bring your own — you connect your own provider API keys, subscription or prepaid packs. You contract directly with that provider and pay them directly. We simply use the keys you supply.
• Billed through WorkAist — we meter your usage from the platform's own logs and invoice it together with your subscription, applying a margin for the convenience.

Metered usage records are available to you inside the Service. You are not locked to any single model provider.

Where you bring your own keys, you choose the model provider and you contract with it directly. That provider acts on your instructions, not ours: you are responsible for the terms you agree with it, including its data-protection terms, and we give no warranty about its security, availability or compliance. Where you instead have us bill your tokens, we route your requests to the model providers listed in Annex III of the Data Processing Agreement, and those providers are our subprocessors.

8. Implementation and training services

Implementation is the work that takes you live: configuring agents for your processes, connecting your data sources and training your team. It is optional on Starter and required on Pro and Business, where it is agreed as a fixed-scope package before the Subscription Term begins.

Implementation packages are fixed in scope and price. Work you request beyond the agreed scope — including building a connector to a system for which none exists yet — is quoted separately and billed as hours at the rates below.

Beyond implementation and the standard support included in every plan, you may purchase hours for ongoing work. We scope the work with you in advance and bill by the hour at the rate of the pack you have bought.

Purchased hour packs are valid for 12 months from purchase. Unused hours expire at the end of that period and are not refundable.

Training courses are sold separately and can be purchased without a subscription.

Course fees are payable in advance and dates are agreed individually.

9. Support and service levels

Standard support is included with every plan and comprises the in-app AI Setup Assistant, email support, and access to our documentation and guides.

"Business days" means Monday to Friday, excluding public holidays in Portugal. The 24-hour first-response commitment is a binding service level for Starter and Pro; it relates to our first substantive response, not to resolution time.

We may carry out planned maintenance. Where planned maintenance is expected to interrupt the Service, we will announce it at least 48 hours in advance by email or in-app, and will schedule it outside 08:00–18:00 Western European Time wherever technically possible.

10. Your obligations and acceptable use

You are responsible for everything done through your workspace, for the accuracy and lawfulness of Customer Data, and for your users' compliance with these Terms. You must keep credentials confidential and notify us without undue delay of any suspected unauthorised access.

You must not use the Service to:

• send unlawful, deceptive or unsolicited communications, or otherwise breach applicable marketing and electronic-communications law;
• infringe the intellectual property, privacy or other rights of any third party;
• upload malware, or attempt to gain unauthorised access to, disrupt, or test the security of the Service or another tenant's data;
• process special categories of personal data (Article 9 GDPR) or criminal-conviction data (Article 10 GDPR) without first agreeing additional safeguards with us in writing;
• resell or provide the Service to third parties as a service of your own, unless we agree otherwise in writing.

You decide which external systems you connect and which data flows from them into the Service. You warrant that you have a lawful basis to collect that data and to transfer it to us, and that any notices and consents required in the source system are in place. We have no access to and no visibility into your source systems, and we do not verify whether they comply with data-protection law.

You remain responsible for reviewing the output of your Agents. The Service uses large language models, whose output can be inaccurate. Do not rely on Agent output for decisions with legal or similarly significant effects on individuals without meaningful human review.

11. Customer Data and data protection

As between you and us, you own all Customer Data. You grant us a limited, non-exclusive licence to host, process and transmit Customer Data solely to provide the Service, to keep it secure, and to comply with law.

For WorkAist Cloud you are the controller and we act as your processor. Our Data Processing Agreement sets out the subject matter, duration, nature and purpose of that processing, the categories of data and data subjects, our security measures and our subprocessors. It is incorporated into these Terms by reference and no separate signature is required, although we will sign a counterpart on request.

We do not use Customer Data to train our own models, and we do not sell it.

12. Intellectual property

The Service, including all software, documentation, and the WorkAist name and marks, remains our property or that of our licensors. Nothing in these Terms transfers ownership to you. You receive a non-exclusive, non-transferable, revocable right to use the Service for the duration of your Subscription Term and in accordance with these Terms.

If you send us feedback or suggestions, we may use them without restriction and without owing you compensation.

13. Term, plan changes and cancellation

A Subscription Term renews automatically for a further period of the same length unless cancelled before it ends. You can upgrade, downgrade or cancel at any time from your billing settings.

• An upgrade takes effect immediately; we charge the price difference pro rata for the remainder of the current Subscription Term.
• A downgrade or cancellation takes effect at the end of the current Subscription Term. Yearly plans switch at the end of the paid period.
• Cancelling stops future renewals. It does not entitle you to a refund of fees already paid for the current Subscription Term, except where these Terms or mandatory law provide otherwise.

14. Suspension and termination for cause

We may suspend or terminate your access if you materially breach these Terms and, where the breach can be cured, fail to cure it within 14 days of our written notice. We may suspend immediately and without notice where continued access would expose us, another customer, or a third party to imminent security, legal or financial harm; we will tell you why as soon as we lawfully can.

You may terminate at any time for any reason with effect from the end of your current Subscription Term, and immediately if we materially breach these Terms and do not cure within 14 days.

15. Export and deletion of your data

For 30 days after the contract ends, you may export Customer Data from the Service or ask us in writing to return it in a structured, commonly used, machine-readable format.

After that 30-day window we delete Customer Data from live systems within a further 30 days, and from backups within 90 days, unless we are required by Union or Member State law to retain it. This mirrors our obligation under Article 28(3)(g) GDPR and is set out in more detail in the Data Processing Agreement.

16. Warranties and disclaimer

We warrant that we will provide the Service with reasonable skill and care and in accordance with the service levels in clause 9.

Beyond that warranty, and to the fullest extent permitted by law, the Service is provided without further warranties of any kind, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or uninterrupted or error-free operation. We do not warrant that the output of large language models is accurate, complete or fit for any particular decision.

17. Liability

Our total aggregate liability arising out of or in connection with the contract, whether in contract, tort (including negligence) or otherwise, is limited to the total amount you have paid us in the twelve months immediately preceding the event giving rise to the liability.

We are not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, or loss or corruption of data to the extent you could reasonably have prevented it by maintaining your own backups.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct, or for any other liability that cannot lawfully be excluded or limited — including liability under Article 82 GDPR and under Union or Portuguese product-liability and consumer law.

18. Changes to these Terms

We may amend these Terms. We will notify you by email and in-app at least 30 days before a change takes effect. If a change materially disadvantages you, you may terminate with effect from the date the change takes effect, and we will refund prepaid fees for the unused part of your Subscription Term. Continuing to use the Service after the effective date constitutes acceptance.

The version in force is always the one published on this page, together with its effective date.

19. Governing law and jurisdiction

These Terms and any non-contractual obligation arising out of them are governed by the laws of Portugal, excluding its conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods.

The courts of Lisbon, Portugal have exclusive jurisdiction, save that where you are a consumer you may also bring proceedings in the courts of your place of residence, and mandatory consumer-protection rules of your country of residence continue to apply to you.

20. Miscellaneous

• If a provision is held invalid, the remainder stays in force and the invalid provision is replaced by a valid one that comes closest to its commercial purpose.
• You may not assign the contract without our prior written consent. We may assign it to an affiliate or to an acquirer of our business, on notice to you.
• Neither party is liable for failure to perform caused by events beyond its reasonable control, for as long as that event continues.
• These Terms, together with the Data Processing Agreement, the Privacy Policy and any order form, constitute the entire agreement between us on their subject matter.

21. Contact

Questions about these Terms: [email protected], or ILIN & SADOVENKO, LDA, Rua de Xabregas, nº 2, Escritório 3.21, 1900-440 Lisboa, Portugal.