Terms of Service | mimir

The Service is provided by Matteo Andreoni, a sole trader, VAT number TODO P.IVA, registered at TODO indirizzo, CAP, città, certified email TODO PEC, referred to below as "we". mimir is the name of the Service, not the contracting party: the contract is with Matteo Andreoni personally.

These Terms of Service ("Terms") govern your access to and use of mimir (the "Service"). By creating an account, accessing the Service, or clicking "I agree," you accept these Terms.

If you're using the Service on behalf of an organization, you're agreeing on its behalf and confirming you have authority to do so.

The Service is offered exclusively to businesses and professionals acting in the course of their trade or profession (VAT-registered entities), not to consumers. Consumer protection rules, including the 14-day right of withdrawal, therefore do not apply.

1. The Service

mimir provides AI-assisted productivity software, including chat agents, retrieval augmented generation (RAG), and related developer tools. Features evolve continuously; we may add, change, or remove functionality.

2. Your account

You're responsible for keeping your credentials secure and for activity that happens under your account. Notify us at andreoni.matteo@proton.me if you suspect compromise.

3. Acceptable use

You won't use the Service to:

Break the law or violate someone else's rights;
Generate content that is illegal, harmful to minors, fraudulent, or designed to deceive;
Probe, scan, or test the vulnerability of the Service without prior written consent;
Reverse-engineer the Service to compete with us;
Interfere with other customers' use of the Service;
Upload contact data you have no valid legal basis to process;
Send unsolicited bulk communications, or use the Service as a spam tool;
Extract data from sources in breach of those sources' terms or technical protection measures.

4. Your content

You own what you put in, meaning prompts, documents and chat content ("Customer Data"). You grant us a limited license to host, process, and display Customer Data only to operate the Service for you.

We don't train on your Customer Data. Period.

5. Roles and personal data

When you use the Service you are the controller of the personal data you upload or that the Service collects on your behalf, including your contacts' and leads' data. We act as processor under art. 28 GDPR and process that data only on your documented instructions.

The data processing agreement we sign separately forms an integral part of these Terms: it sets out the instructions, the categories of data and data subjects, the security measures, and the list of sub-processors. Where it conflicts with these Terms on the processing of personal data, that agreement prevails.

6. Your warranties

You warrant that:

You have a valid legal basis to process the contact data you upload to the Service and to send those contacts communications;
You are the sender of the communications the Service prepares for you: they leave from your mailbox, under your signature, on your responsibility;
You review every draft before it goes out and remain responsible for the content you send;
You handle objections, withdrawals of consent, and erasure requests from the people who receive your communications;
You comply with the rules applicable to commercial communications, including art. 130 of the Italian Privacy Code.

The Service prepares drafts and does not send them by itself. The decision to send, and therefore responsibility for sending, is always yours.

7. Indemnity

You agree to indemnify and hold us harmless from any claim, dispute, penalty, or damage, including reasonable legal costs, brought by a third party or an authority and arising from the data you upload to the Service, the communications you send through the Service, or your use of the Service in breach of these Terms or of the law.

We will notify you of the claim in writing without delay and you may run the defence with counsel of your choice. We will not settle in a way that imposes obligations on you without your consent, and you will not settle in a way that admits our liability without ours.

8. Subscriptions and billing

The Service may be granted as a free trial for 30 days from account activation. The trial exists so you can evaluate the Service: no fee is due, no availability commitment applies, and it creates no right to continue using the Service beyond its expiry.

We will warn you before it expires. On expiry, if you have not started a paid plan, we may suspend the account and limit or switch off the Service's features, without that giving rise to any obligation to compensate you. Suspension does not delete your data: it stays exportable under the terms of section 12. On written request we can extend the trial.

Paid plans renew automatically for successive periods equal to the initial one, until cancelled. You can cancel at any time with effect from the end of the current period, by writing to the address in section 19. Fees are non-refundable except where required by law.

Payment is by bank transfer, against an electronic invoice issued through the Italian Sistema di Interscambio. Taxes are added where applicable. We do not handle payment card data.

We may change prices on at least 30 days' written notice. The change takes effect at the next renewal: if you don't accept it, you can cancel before that date.

If you don't pay, we may suspend access to the Service after written notice and 15 days to remedy. Suspension does not release you from amounts already accrued.

Credits expire at the end of each billing cycle. Pay-as-you-go top-ups don't expire.

9. Third-party services

The Service relies on third-party providers (for example model APIs and hosting). Your use of those features is also subject to those providers' terms. We don't control them and aren't responsible for their actions.

We may replace a provider or change the models used, as long as the overall level of the Service stays equivalent: that is not a breach and gives no right to a refund. If a provider discontinues a service or a model, we will tell you as soon as we can and name the alternative.

10. Service availability

The Service is provided with no availability commitment. There is no guaranteed service level unless both parties sign a separate agreement.

The Service is at an early stage: planned and unplanned interruptions can happen, and some features may change or be removed on reasonable notice.

The first-response time shown on the Contact page covers support on business days. It is not a service level and not a commitment about the availability of the Service.

11. Intellectual property

We retain all rights to the Service, including software, designs, and trademarks. You retain all rights to your Customer Data and any output you generate using the Service, subject to applicable model providers' terms.

12. Termination

You can stop using the Service at any time. We may suspend or terminate your access with immediate effect if you breach these Terms, if non-payment continues after the notice under section 8, or where necessary for security reasons. Otherwise we may terminate on 30 days' written notice.

From termination you have 30 days to export your data. After that we delete it, with removal from backups within the following 30 days. If you ask us in writing within the export window, we will hand you a copy of your Customer Data in a structured, commonly used format.

The sections on intellectual property, warranties, indemnity, disclaimers, limitation of liability, governing law and jurisdiction survive termination.

13. Disclaimers

The Service is provided "as is." To the maximum extent permitted by law, we disclaim all warranties, express, implied or statutory, including merchantability, fitness for a particular purpose, and non-infringement.

AI output may contain inaccuracies. Don't rely on the Service for advice in domains where mistakes have real consequences (medical, legal, financial) without independent verification.

14. Limitation of liability

To the extent permitted by law, our total and cumulative liability for any claim arising from or related to the Service won't exceed the greater of (a) what you paid us in the 12 months before the claim or (b) EUR 100. Neither of us is liable for indirect, incidental, consequential, or punitive damages, or for lost profits, goodwill, or data. Nothing here limits liability for wilful misconduct or gross negligence, or any other liability that cannot be limited by law.

The cap is aggregate: it applies once across all claims, not to each one. It stays in force after the contract ends. If any part of this section is held ineffective, it applies to the maximum extent the law permits instead of being disregarded entirely.

15. Changes to these Terms

We may update these Terms when the Service evolves. Material changes will be announced via email or in-app at least 30 days before they take effect. Continued use after the effective date constitutes acceptance.

16. Miscellaneous

Severability: if a clause is invalid or ineffective, it applies to the maximum extent the law permits, and the rest stay in force.
Order of precedence: in case of conflict the following prevail, in order: the contract or quote signed by the parties, then the data processing agreement as regards personal data, then these Terms.
Assignment: you may not assign the contract without our written consent. We may assign it to a party continuing the same business, including a company incorporated to run it, on notice to you.
Force majeure: neither party is liable for failures caused by events outside its reasonable control, including network failures, provider outages, acts of authorities, or natural events.
Notices: notices under the contract are given in writing to the email addresses the parties have designated, or to the certified email address for formal ones.
No implied waiver: not exercising a right does not waive it.
Entire agreement: these Terms, the data processing agreement, and any signed contract are the entire agreement between the parties and replace any previous understanding on the same subject.
Language: the Italian text of these Terms is the only authoritative one. This English version is a courtesy translation and the Italian prevails in case of divergence.

17. Governing law and jurisdiction

These Terms are governed by Italian law, excluding conflict-of-law rules. The courts of Udine, Italy, have exclusive jurisdiction over any dispute arising from these Terms or the Service, unless required otherwise by mandatory law.

18. Specific approval of clauses

Under art. 1341, second paragraph, of the Italian Civil Code, you declare that you have read and specifically approve the following clauses:

Section 8, free trial and suspension of the account when it expires, automatic renewal, price changes, and suspension for non-payment;
Section 10, absence of availability commitments and service levels;
Section 12, right to suspend and terminate, and data deletion timings;
Section 13, disclaimer of warranties;
Section 14, limitation of liability;
Section 16, assignment of the contract and force majeure;
Section 17, exclusive jurisdiction of the courts of Udine.

This approval is collected with a dedicated checkbox, separate from general acceptance of the Terms, when the account is created, and is restated in the contract signed by the parties.

19. Contact

Questions? Email andreoni.matteo@proton.me. We respond within five business days for legal correspondence. For formal notices, use the certified email address given at the top of these Terms.