These Master Terms of Service (the “Terms”) form a binding agreement between QTOOL S.r.l. (trading as “Zephyra”) (“Zephyra”, “Provider”, “we”, “us”) and the entity or person accepting these Terms (“Customer”, “you”). If you accept these Terms on behalf of an organization, you represent you have authority to bind that organization.

1. Structure of the Agreement

1.1 Agreement Components. The “Agreement” consists of:

• these Terms;
• one or more order forms, statements of work, or similar purchasing documents referencing these Terms (“Order Form”);
• any applicable addenda (e.g., Early Access Addendum, Data Processing Addendum (DPA), Security Addendum), each incorporated by reference; and
• policies referenced herein (e.g., Acceptable Use Policy, Subprocessors List, Privacy Policy, Cookie Policy) (collectively, “Policies”).

1.2 Order of Precedence. In the event of conflict:

• the applicable Order Form (including any SOW/exhibits) controls commercial terms (pricing, term, scope, deliverables);
• the applicable Addendum (e.g., Early Access, DPA) controls for its subject matter;
• these Terms;
• Policies.

1.3 Acceptance. You accept the Agreement by (a) signing an Order Form; (b) clicking “I agree” or similar in the Services; or (c) accessing or using the Services.

2. Definitions

“Services” means the Zephyra software-as-a-service platform and related services described on the Zephyra website/app and purchased under an Order Form, including geometry generation, simulation, optimisation, analytics, reporting, and related features.

“Authorized Users” means Customer’s employees, contractors, and agents authorized to use the Services under the Agreement.

“Customer Data” means data, files, content, inputs, models, and other materials submitted to the Services by or on behalf of Customer or its Authorized Users.

“Outputs” means the files, geometry, designs, reports, and results in any form generated by the Services from Customer Data (including exports).

“Provider IP” means the Services, software, algorithms, models, Documentation, and all related intellectual property and materials provided by Zephyra, excluding Customer Data.

“Documentation” means user guides and technical documentation provided by Zephyra.

3. Provisioning, Accounts, and Authorized Users

3.1 Provisioning. Zephyra will provision access after the Effective Date stated in the Order Form (or, if not stated, after acceptance and any required onboarding steps).

3.2 Account Security. Customer is responsible for maintaining the confidentiality of credentials and for all activity under its accounts. Customer will promptly notify Zephyra of any suspected unauthorized access.

3.3 Customer Responsibility for Users. Customer is responsible for its Authorized Users’ compliance with the Agreement.

4. License to Use the Services

4.1 License Grant. Subject to payment of Fees and compliance with the Agreement, Zephyra grants Customer a revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the Subscription Term for Customer’s internal business purposes.

4.2 Restrictions. Customer will not, and will not permit any third party to:

• reverse engineer, decompile, disassemble, or attempt to derive source code or underlying ideas/algorithms of the Services;
• copy, modify, create derivative works of, or commercially exploit the Services except as expressly permitted;
• access or use the Services to build or benchmark a competing product (except as required by law);
• circumvent usage limits, security features, or technical restrictions;
• use the Services in violation of the Acceptable Use Policy or applicable laws.

4.3 Third-Party Components. The Services may incorporate or integrate third-party software/services subject to their terms. Zephyra disclaims responsibility for third-party services to the maximum extent permitted by law.

5. Professional Services (If Purchased)

5.1 SOW Required. If Customer purchases consulting/professional services (e.g., engineering support, optimization projects), Zephyra will perform them as described in an Order Form or SOW.

5.2 Acceptance. Unless otherwise stated in the SOW: deliverables are deemed accepted unless Customer provides written, specific deficiencies within 7 days of delivery.

6. Usage Metrics, Tokens, and Plan Limits

6.1 Usage-Based Limits. The Services may be subject to limits (e.g., tokens, compute hours, storage, seats) as specified in the Order Form or plan description.

6.2 Definitions and Overage. Definitions (e.g., what constitutes a “token”) and overage pricing must be specified in the Order Form or the applicable plan schedule. If limits are exceeded, Zephyra may invoice overages and/or throttle usage per the Order Form.

6.3 Suspension for Overuse. Zephyra may suspend or restrict usage that materially exceeds plan limits, threatens platform stability, or indicates abuse, with commercially reasonable notice where practicable.

7. Fees and Payment

7.1 Fees. Customer will pay all fees described in the Order Form (“Fees”).

7.2 Invoicing and Due Dates. Unless otherwise stated in the Order Form, invoices are due 30 days from invoice date.

7.3 Late Payments. Past-due amounts may accrue interest at 1.5% per month (or the maximum permitted by law, if lower), and Customer will reimburse reasonable collection costs.

7.4 Taxes. Fees are exclusive of taxes. Customer is responsible for applicable VAT/sales/use taxes, excluding taxes on Zephyra’s income.

7.5 Non-Refundable. Unless expressly stated in an Order Form, Fees are non-refundable and payment obligations are non-cancellable.

8. Intellectual Property, Outputs, and Data Rights

8.1 Provider IP. Zephyra retains all rights in Provider IP. No rights are granted except as expressly stated.

8.2 Customer Data. Customer retains ownership of Customer Data. Customer grants Zephyra a worldwide, non-exclusive license to process Customer Data to provide, secure, and support the Services, and to fulfill the Agreement.

8.3 Outputs – Ownership and Permitted Use.

(a) Ownership. As between the parties, Customer owns Outputs. Zephyra assigns to Customer all its right, title, and interest, if any, in and to Output for which Customer grants Zephyra a fully paid-up, irrevocable, worldwide, perpetual licence.

(b) No Competitive Use. Customer will not use Outputs (or the Services) to develop, train, or improve a competing product or service, except where prohibited by applicable law.

8.4 Aggregated and Anonymized Data. Zephyra may generate and use aggregated and anonymized statistics and diagnostics relating to operation, security, and performance of the Services (“Aggregated Statistics”). Aggregated Statistics do not identify Customer or individuals.

8.5 Feedback. Customer may provide feedback. Zephyra may use feedback without restriction and without obligation.

9. Confidentiality

9.1 Confidential Information. Each party may disclose confidential information (“Confidential Information”). Customer Data and Outputs are treated as Customer Confidential Information.

9.2 Obligations. The receiving party will protect Confidential Information using reasonable care and use it only to perform or receive services under the Agreement. Disclosure is permitted to employees/contractors who need to know and are bound by confidentiality obligations.

9.3 Exclusions. Confidential Information excludes information that is public, independently developed, rightfully received from a third party, or approved for release.

9.4 Compelled Disclosure. A party may disclose Confidential Information if required by law, with notice where legally permitted.

10. Data Protection and Privacy

10.1 Privacy Policy. Zephyra’s Privacy Policy describes how Zephyra processes personal data as controller (e.g., accounts, billing, support).

10.2 Processor Role and DPA. When Zephyra processes Customer Data containing personal data on behalf of Customer, Zephyra acts as processor and Customer as controller. The parties agree to the DPA if referenced in the Order Form or otherwise made applicable.

10.3 International Transfers. The Services may be delivered using infrastructure in the EU, UK, Switzerland, and the US (and other provider locations as applicable). Where required, Zephyra uses appropriate transfer safeguards (e.g., SCCs/UK addendum).

10.4 Prohibited/Sensitive Data. Unless expressly agreed in writing, Customer will not upload payment card data subject to PCI-DSS, health data subject to HIPAA, or special-category data under GDPR Article 9 (or equivalent), or other highly regulated datasets.

11. Warranties and Disclaimers

11.1 Limited Warranty. Zephyra will provide the Services using commercially reasonable care and skill.

11.2 Service Availability. Zephyra does not guarantee uninterrupted availability unless a specific SLA is included in an Order Form.

11.3 Engineering Disclaimer / No Reliance. Outputs and results are estimates for informational and engineering decision-support purposes and do not replace validation, testing, or measurements. Customer is responsible for verifying suitability for production and compliance.

11.4 Disclaimer. Except as expressly stated, the Services are provided “AS IS” and Zephyra disclaims all implied warranties to the maximum extent permitted by law.

12. Indemnification

12.1 IP Indemnity by Zephyra. Zephyra will defend Customer against third-party claims alleging the Services infringe patents, copyrights, or trademarks, and will pay awarded damages or settlements approved by Zephyra. Remedies may include (i) modifying the Services, (ii) procuring continued use, or (iii) terminating the affected Services and refunding prepaid unused fees for that portion.

12.2 Exclusions. Zephyra has no obligation to the extent a claim arises from Customer Data, unauthorized use, modifications not by Zephyra, or combination with non-Zephyra products not contemplated by Documentation.

12.3 Indemnity by Customer. Customer will defend and indemnify Zephyra against third-party claims arising from Customer Data or Customer’s products/services, or Customer’s violation of the Agreement.

12.4 Procedure. The indemnified party must promptly notify, allow control of defense/settlement, and reasonably cooperate.

13. Limitation of Liability

13.1 Exclusion of Indirect Damages. Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or loss of profits/revenue/data, arising from the Agreement.

13.2 Cap. Zephyra’s total liability arising out of or related to the Agreement is capped at the fees paid or payable by Customer for the affected Services in the 12 months preceding the event giving rise to the claim.

13.3 Carve-outs. Sections 13.1–13.2 do not limit liability for: (a) a party’s breach of confidentiality; (b) a party’s indemnification obligations; (c) fraud or willful misconduct; or (d) liability that cannot be limited by law.

14. Term, Termination, and Effects

14.1 Term. The Agreement begins upon acceptance and continues until terminated. Subscription terms are defined in the Order Form.

14.2 Termination for Convenience. Either party may terminate for convenience upon 30 days’ written notice, unless the Order Form states a minimum commitment.

14.3 Termination for Cause. Either party may terminate for material breach not cured within 30 days after written notice.

14.4 Effect. Upon termination, Customer must stop using the Services and Provider IP. Accrued payment obligations remain due. Any surviving rights to use Outputs are governed by Section 8.3 and the Order Form.

14.5 Suspension. Zephyra may suspend access for non-payment, security risk, legal compliance, or material misuse, with commercially reasonable notice where practicable.

15. Compliance, Export Controls, and Sanctions

Customer will comply with applicable export controls and sanctions laws and will not use the Services in violation of trade restrictions. Customer represents it is not located in, or controlled from, a comprehensively sanctioned territory, and is not a prohibited/restricted party.

16. Publicity

Customer grants Zephyra the right to use Customer’s name and logo as a customer reference unless Customer opts out in writing. Case studies require Customer approval.

17. Changes to These Terms

Zephyra may update these Terms by posting an updated version and changing the “Last Updated” date. Material changes will be notified via email or in-app notice. Changes will not retroactively reduce Customer’s rights or increase Fees for an active Order Form term without Customer’s consent; Order Forms remain governed by the version in effect at signature unless otherwise agreed.

18. Miscellaneous

18.1 Assignment. Neither party may assign the Agreement without the other’s consent, except to an affiliate or in connection with a merger or sale of substantially all assets.

18.2 Independent Contractors. The parties are independent contractors.

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

18.4 Notices. Notices must be sent to the addresses in the Order Form (email notice is acceptable for operational/legal notices unless law requires otherwise).

18.5 Governing Law; Venue. The Agreement is governed by the laws of Italy, excluding conflict-of-law rules. Exclusive venue is Milan, Italy.

18.6 Severability; Entire Agreement. If any provision is unenforceable, the remainder remains in effect. The Agreement is the entire agreement on its subject matter.