Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your access to and use of the BraianOS platform and related services (the "Service") provided by Bajara S.r.l., with registered office at Via Sandro Pertini 25, 42017 Novellara (RE), Italy, VAT number 03013870351 (hereinafter "Bajara", "we", "us").

By accessing or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity.

2. Description of Service

BraianOS is an AI-powered enterprise knowledge platform that enables organizations to query their documents, databases, and data sources using natural language. The Service includes:

• A dedicated instance of the BraianOS platform for each client.
• A conversational assistant backed by a large language model, with persistent conversation history and administrator-defined instructions.
• Document upload, text extraction, indexing, and semantic search over your own documents, with source citation.
• Read connections to existing MySQL, PostgreSQL, SQL Server, and SQLite databases, with natural language querying.
• Configurable dashboards and widgets.
• Role-based access controls, with permission overrides at individual user level.
• An interface in Italian and English.
• Recording of administrative actions and visibility over the remaining usage allowance, enabled at your request.
• Agent workflows, as an optional module governed by Section 2.3.

The specific features, capacity, and service level available to you are determined by your subscription plan, as agreed upon in your service agreement or order form.

2.1 Deployment Scenarios

The platform is installed either on infrastructure owned or controlled by you, or on a dedicated server provided and administered by Bajara. The scenario that applies is set out in your service agreement.

Where the platform runs on your own infrastructure, the application, the databases, the conversation history, and the uploaded files reside on your hardware, and Bajara has no standing access to them. Access for installation, maintenance, or support is granted by you on request, for a limited time, and is logged.

2.2 Nature of AI Output

Output produced by a language model is probabilistic and may contain errors, including statements that read as plausible but are factually wrong. The platform shows the source of the information used so that an answer can be checked.

The Service takes no decision producing legal effects concerning individuals and performs no automated profiling within the meaning of Art. 22 GDPR. Where you use an output as the basis for a decision affecting persons or business operations, you are responsible for verifying it first.

2.3 Agent Workflows

At your specific request, Bajara can implement workflows in which agents carry out sequences of activities on connected systems according to agreed directives. Scope, systems involved, permitted operations, and fees are set out in a separate work order. Absent that work order, no operational agent is active and the platform provides the conversational assistant only.

You provide in writing the list of operations you consider sensitive or otherwise subject to confirmation, and you designate the persons authorised to confirm them. For those operations the workflow stops and requests explicit authorisation from an identified person. Responsibility for an authorised operation remains with you and with the person who confirmed it.

3. Account Registration and Security

To use the Service, you must register and create an account. You agree to:

• Provide accurate and complete registration information.
• Maintain the security of your account credentials.
• Promptly notify us of any unauthorized use of your account.
• Be responsible for all activities that occur under your account.

We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe to be compromised.

4. Subscription and Payment

4.1 Pricing

The Service is provided on a subscription basis. Pricing consists of an initial setup fee and a recurring monthly fee. Specific pricing is detailed in your individual service agreement or order form.

4.2 Payment Terms

Invoices are issued in accordance with the terms of your service agreement. Payment is due within the timeframe specified in the invoice. Late payments may be subject to interest at the rate permitted by Italian law (D.Lgs. 231/2002 on late payments in commercial transactions).

4.3 Renewal

Subscriptions renew automatically at the end of each subscription period unless either party provides written notice of non-renewal at least 30 days prior to the end of the current period.

4.4 Usage Allowance and Refills

Your subscription includes a monthly allowance for use of the AI layer. The remaining allowance is visible in the platform at any time.

Where you need more, one-off refills may be purchased and are invoiced as separate charges. The monthly allowance is drawn on first. Once it is exhausted, the system draws on the refill balance, which carries over between cycles and is not reset by them. When neither is left, AI calls are blocked.

5. Acceptable Use

You agree to use the Service only for lawful business purposes. You shall not:

• Use the Service in violation of any applicable law or regulation.
• Upload, transmit, or store content that infringes on third-party intellectual property rights.
• Attempt to gain unauthorized access to any part of the Service or its infrastructure.
• Use the Service to process or store data classified as special categories under Art. 9 GDPR, or data relating to criminal convictions and offences under Art. 10 GDPR, unless expressly agreed in writing.
• Reverse engineer, decompile, or disassemble any part of the Service.
• Use the Service to develop a competing product or service.
• Share, sell, sublicense, or transfer your access to the Service to third parties without our prior written consent.

Where you deploy the Service in ways that bring it within the high-risk cases of Regulation (EU) 2024/1689 (AI Act), for example personnel selection, evaluation of workers, or access to essential services, the resulting obligations fall on you as deployer, and the parties will agree in writing on any additional measures required.

Where the Service is used in ways that allow remote monitoring of employee activity, you are responsible for compliance with Art. 4 of Law 300/1970 and with the information obligations towards workers on the use of artificial intelligence set out in Law 132/2025.

6. Your Data

6.1 Ownership

You retain all rights, title, and interest in your data. We claim no ownership over the content you upload to or process through the Service.

6.2 Data Processing

We process your data solely for the purpose of providing the Service. Our data processing practices are governed by our Privacy Policy and, for enterprise clients, a separate Data Processing Agreement (DPA) executed between the parties.

6.3 Data Location and Transfers

Where Bajara administers the instance, all platform data is stored on servers located in Italy or within the European Economic Area (EEA), unless otherwise agreed in your service agreement. Where the platform runs on your own infrastructure, the data resides on your hardware. Each client receives a dedicated instance, and your data is never co-mingled with that of other clients.

Two flows leave the installation. The content of AI requests, meaning the text of the question, the relevant excerpts from your documents or database schemas, the administrator instructions, and the recent conversation history, is transmitted to OpenRouter, Inc. in the United States and to the provider of the selected model. Text segments of uploaded documents are transmitted for indexing. Both transfers rely on the Standard Contractual Clauses adopted by the European Commission under Art. 46 GDPR.

Uploaded files as such are never transmitted, and database credentials and password hashes never leave the installation. EU in-region routing, which keeps this traffic within Europe, is available on request and is priced separately. The complete description of these flows is set out in the technical specification, which is provided to the client when the agreement is entered into.

6.4 Data Portability and Deletion

Where Bajara administers the instance, upon termination of the Service you may request export of your data in a standard format within 30 days. After this period, all your data will be securely deleted from our systems, unless retention is required by applicable law.

Where the platform runs on your own infrastructure, your data has never left your systems and no export or deletion action by Bajara is required.

6.5 Model Training

Your content and that of your users is not used to train artificial intelligence models. Requests are routed only to providers operating under a Zero Data Retention policy, which do not store the content of requests and are barred from training on it. Logging of prompts and completions, which OpenRouter offers as an opt-in feature, is not enabled on any account used for BraianOS installations.

Bajara does not use your content for its own product development, benchmarking, or model training.

6.6 Sub-processors

Bajara will notify you in writing of any change to the sub-processors relevant to the processing, with at least 30 days' notice, and you may object on reasoned grounds.

7. Intellectual Property

7.1 Our Intellectual Property

The Service, including all software, algorithms, designs, documentation, and associated intellectual property, is owned by Bajara S.r.l. and is protected by Italian and international copyright, trademark, and other intellectual property laws. No rights are granted to you except as expressly stated in these Terms.

7.2 License to Use

Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the subscription period for your internal business purposes.

7.3 Feedback

If you provide feedback, suggestions, or ideas about the Service, we may use them freely without any obligation to you.

7.4 License Verification

The installation contacts the Bajara license server to validate the license. The verification transmits the license key, the instance identifier, a one-way hash of machine characteristics, and the application version. It carries no personal data and no business data. Continued use of the Service is conditional on a valid license.

8. Service Level and Availability

We commit to providing the Service with reasonable availability and performance. Specific service level commitments, including uptime guarantees and support response times, are detailed in your service agreement.

We reserve the right to perform scheduled maintenance with reasonable advance notice. We will use commercially reasonable efforts to minimize any disruption during maintenance windows.

9. Limitation of Liability

To the maximum extent permitted by applicable law:

• Indirect damages: Bajara shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business, or goodwill.
• Aggregate liability cap:Bajara's total aggregate liability arising out of or in connection with these Terms shall not exceed the total fees paid by you in the twelve (12) months preceding the event giving rise to the claim.
• AI output: Bajara shall not be liable for damages arising from reliance on an AI output that has not been verified as required by Section 2.2, or from an operation authorised under Section 2.3.
• Exceptions: Nothing in these Terms shall limit liability for fraud, willful misconduct, gross negligence, or any liability that cannot be excluded or limited under Italian law.

10. Indemnification

You agree to indemnify and hold Bajara harmless from any claims, losses, or damages arising from:

• Your use of the Service in violation of these Terms.
• Content you upload or process through the Service that infringes third-party rights.
• Your violation of applicable laws or regulations.

11. Termination

11.1 Termination by You

You may terminate your subscription by providing written notice at least 30 days before the end of the current billing period.

11.2 Termination by Us

We may suspend or terminate your access to the Service immediately if:

• You breach these Terms and fail to remedy the breach within 15 days of written notice.
• You fail to make payment within 30 days of the invoice due date.
• You become insolvent or subject to bankruptcy proceedings.

11.3 Effect of Termination

Upon termination, your right to access the Service ceases immediately. You may request data export within 30 days as described in Section 6.4. Sections that by their nature should survive termination (including Intellectual Property, Limitation of Liability, Governing Law) shall survive.

Where the platform runs on your own infrastructure, termination ends the license granted under Section 7.2 and the license verification described in Section 7.4 ceases to validate the installation. The provisions of Section 6.4 on data apply.

12. Modifications to These Terms

We may modify these Terms from time to time. We will provide at least 30 days' notice of material changes via email or through the Service. Your continued use of the Service after the effective date of the updated Terms constitutes your acceptance of the changes. If you do not agree with the changes, you may terminate your subscription.

13. Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of the Republic of Italy, without regard to its conflict of law provisions.

Any dispute arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the Courts of Reggio Emilia, Italy, unless mandatory consumer protection rules require otherwise.

14. General Provisions

• Entire agreement: These Terms, together with your service agreement, the published technical, security and privacy specification referenced by version in that agreement, and the DPA, constitute the entire agreement between the parties and supersede all prior agreements. The version of the specification that applies is the one identified in the service agreement and in force on the date it is signed.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: No failure or delay in exercising any right shall constitute a waiver of such right.
• Assignment: You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
• Force majeure: Neither party shall be liable for any failure or delay caused by circumstances beyond its reasonable control, including but not limited to natural disasters, war, strikes, or government actions.