Terms and Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you (whether personally or on behalf of an entity, "you," "your," or "Customer") and Opero Labs ApS (CVR: 45698629), located at Frederiksholms Kanal 30, Copenhagen, Denmark ("Opero," "we," "us," or "our").

By accessing or using our VoiceOS platform, chatbot services, voicebot services, and related offerings (collectively, the "Services"), you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services.

2. Description of Services

Opero provides AI-powered voice and chat solutions for industrial and manufacturing operations, including:

• AI-powered chatbot for technical troubleshooting and knowledge access
• AI-powered voicebot for hands-free assistance and reporting
• Knowledge capture and management systems
• Automated reporting and data structuring services
• Integration capabilities with customer systems

We reserve the right to modify, suspend, or discontinue any part of the Services at any time with reasonable notice to customers.

3. Fees and Payment

Pricing and payment terms will be specified in your order confirmation or subscription agreement. We reserve the right to modify pricing with reasonable notice. Specific refund policies and payment terms will be provided at the time of purchase.

You authorize us to charge your payment method on file for all applicable fees. Failure to pay fees may result in suspension or termination of Services.

4. Term and Termination

4.1 Subscription Term

Your subscription begins on the date specified in your order confirmation and continues for the agreed-upon term. Unless terminated, subscriptions may automatically renew as specified in your agreement.

4.2 Cancellation

You may cancel your subscription by providing written notice to hi@opero.pro with reasonable advance notice as specified in your agreement. Cancellation will be effective at the end of the then-current term. Refund terms will be as specified in your agreement.

4.3 Termination for Cause

We may suspend or terminate your access immediately if you:

• Breach these Terms
• Fail to pay fees when due
• Engage in prohibited activities
• Pose a security risk to our systems or other customers

4.4 Effect of Termination

Upon termination or expiration of your subscription:

• Your access to the Services will cease immediately
• You will have 30 days to export your data
• We will delete your data within 90 days unless legally required to retain it
• Outstanding fees become immediately due and payable

5. Acceptable Use Policy

You agree to use the Services only for lawful, ethical, and authorized purposes. You will NOT:

• Use the Services for any illegal, immoral, or unethical activities
• Violate any applicable laws or regulations
• Infringe on intellectual property rights of others
• Transmit harmful code, viruses, or malicious software
• Attempt to gain unauthorized access to our systems or other customers' data
• Use the Services to develop competing products or services
• Reverse engineer, decompile, or disassemble our technology
• Scrape, crawl, or harvest data from the Services through automated means
• Resell or sublicense the Services without our prior written consent
• Use the Services in a manner that could damage, disable, or impair our infrastructure
• Harass, abuse, or harm other users or Opero personnel

6. Customer Responsibilities

As a customer, you are responsible for:

• Account Security: Maintaining the confidentiality of your account credentials
• User Access: Implementing appropriate access controls and restrictions for your users
• Data Accuracy: Ensuring the accuracy and legality of data you upload or provide
• Compliance: Complying with all applicable laws when using the Services
• User Training: Ensuring your users are properly trained on the Services
• Data Backup: Maintaining your own backups of critical data

7. Intellectual Property Rights

7.1 Opero's IP

The Services, including all software, algorithms, technology, trademarks, and content provided by Opero, are and remain the exclusive property of Opero. These Terms do not grant you any rights to our intellectual property except for the limited right to use the Services as described herein.

7.2 Customer Data Ownership

• Your Documentation: You retain all rights to documentation, manuals, and materials you upload to the Services
• AI-Generated Outputs: You own all outputs, insights, reports, and content generated by our AI based on your data
• Reporting Data: You own all data provided through voice and chat reporting functionalities. Opero owns the phone numbers, user interfaces, and systems used to access or create such reports, but you retain full ownership and usage rights to the underlying reporting data

8.3 Anonymized Data

We may use anonymized and aggregated data derived from your use of the Services to improve our products and services. This data will not identify you or your organization. We do NOT use your voice recordings or conversation data to train our AI models.

9. Service Level Agreement

9.1 Uptime Commitment

We strive to provide reliable service availability. While we work to maintain high uptime, as an early-stage company, we provide our Services on an "as available" basis and are continuously improving our infrastructure.

8.2 Scheduled Maintenance

We may perform scheduled maintenance that temporarily affects service availability. We will provide reasonable advance notice of scheduled maintenance when possible. Scheduled maintenance windows are excluded from any uptime calculations.

8.3 Service Credits

In the event of significant service disruptions that are within our control, we may provide service credits at our discretion. Service credits are your sole remedy for service availability issues.

9. AI-Generated Content Disclaimer

11. Warranties and Disclaimers

11.1 Limited Warranty

We warrant that the Services will be provided in a professional and workmanlike manner consistent with industry standards.

10.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.1, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Implied warranties of merchantability, fitness for a particular purpose, or non-infringement
• Warranties regarding accuracy, reliability, or completeness of AI-generated content
• Warranties regarding uninterrupted or error-free service
• Warranties that the Services will meet your specific requirements

11. Limitation of Liability

11.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OPERO'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) THE TOTAL FEES PAID BY YOU DURING YOUR ENTIRE SUBSCRIPTION PERIOD.

For example: If you have been a customer for 6 months, our liability is capped at the fees paid during those 6 months.

11.2 Exclusion of Damages

IN NO EVENT SHALL OPERO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, or business opportunities
• Loss of data or information
• Business interruption or downtime
• Cost of substitute services
• Damage to reputation or goodwill

This limitation applies regardless of the legal theory (contract, tort, negligence, or otherwise) and even if we have been advised of the possibility of such damages.

11.3 Exceptions

The limitations in this Section 11 do not apply to: (a) your breach of Section 7 (Intellectual Property Rights); (b) your violation of applicable law; or (c) liabilities that cannot be limited by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Opero and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Services
• Your violation of these Terms
• Your violation of any third-party rights
• Your reliance on AI-generated content without proper verification
• Any data or content you provide to the Services

14. Data Protection and Privacy

We process personal data in accordance with our Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you acknowledge and agree to our data processing practices as described in the Privacy Policy.

For enterprise customers, we can enter into a Data Processing Agreement (DPA) that complies with GDPR requirements. Please contact hi@opero.pro to request a DPA.

14. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information and use it only for purposes of performing under these Terms. Confidential Information includes:

• Your data, documentation, and business information
• Our technology, pricing, and business methods
• Any information marked as confidential or that should reasonably be considered confidential

This obligation does not apply to information that: (a) is publicly available through no fault of the receiving party; (b) was rightfully known prior to disclosure; (c) is independently developed; or (d) must be disclosed by law.

16. Third-Party Services and Integrations

Our Services may integrate with or depend on third-party services, including AI model providers, infrastructure providers, and analytics tools.

We are not responsible for the availability, performance, or policies of third-party services. Your use of third-party services may be subject to their own terms and conditions.

17. Modifications to Services and Terms

17.1 Service Changes

We may modify, update, or discontinue features of the Services at any time. We will provide reasonable notice of material changes that negatively affect your use of the Services.

17.2 Terms Updates

We may update these Terms from time to time. Material changes will be communicated via email or through the Services. Your continued use of the Services after changes take effect constitutes acceptance of the updated Terms.

17. Governing Law and Dispute Resolution

17.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of Denmark, without regard to its conflict of law provisions.

17.2 Jurisdiction

Any disputes arising out of or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the courts of Denmark. Both parties consent to the personal jurisdiction of such courts.

17.3 Informal Resolution

Before initiating formal legal proceedings, we encourage you to contact us at hi@opero.pro to seek an informal resolution of any dispute.

18. General Provisions

18.1 Entire Agreement

These Terms, together with our Privacy Policy and any order forms or statements of work, constitute the entire agreement between you and Opero regarding the Services.

18.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

18.3 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to enforce any right or provision shall not constitute a waiver of such right or provision.

18.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

18.5 Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, or internet service failures.

19. Contact Information

If you have any questions about these Terms, please contact us: