Terms of Service

Effective / Last updated: 6 October 2026

1. About these Terms

1.1 These Terms of Service (“Terms”) govern access to and use of the software-as-a-service platform and related services provided by Amio s.r.o. (“Amio”, “we”, “us” or “our”).

1.2 Amio s.r.o. is a company incorporated in the Czech Republic, with registered office at Bartoškova 1411/20, Nusle, 140 00 Praha 4, Czech Republic, Company ID 06177794, VAT ID CZ06177794, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 276276.

1.3 These Terms apply only to customers acting in the course of their business or professional activity (“Customer”, “you” or “your”). The Services are not intended to be purchased as a consumer service.

1.4 You enter into an agreement with Amio when you expressly accept these Terms in a signup, purchase or other electronic acceptance flow in which the Terms are made available to you before acceptance, when you sign or electronically accept an Order or other commercial document that refers to these Terms, or when you otherwise expressly agree to these Terms. The agreement between you and Amio consists of these Terms, the applicable Order, and any documents expressly incorporated into them (together, the “Agreement”). Mere use of an account by an Authorized User does not by itself create a separate agreement between that Authorized User and Amio.

1.5 If you accept the Agreement on behalf of an organization, you represent that you have authority to bind that organization.

2. Definitions

2.1 “Authorized User” means an individual whom Customer permits to access the administrative or other authenticated parts of the Services.

2.2 “Customer Data” means data, content and information submitted to or processed through the Services by or on behalf of Customer, including data provided through integrations, product feeds, knowledge sources, API calls, chat or email interactions, and other configured channels.

2.3 “Customer Personal Data” means personal data, as defined in Regulation (EU) 2016/679 (“GDPR”), that is contained in Customer Data and processed by Amio on behalf of Customer as a processor or subprocessor under the DPA.

2.4 “Documentation” means Amio’s then-current user documentation and technical instructions made available for the Services.

2.5 “End User” means an individual who interacts with an Amio-powered customer-facing experience, such as a chat or email assistant deployed by Customer.

2.6 “Order” means an order form, accepted proposal, subscription selection, statement of work or other commercial document or electronic purchase flow accepted or agreed by both parties that identifies the Services, fees, subscription term or other commercial terms. An invoice may evidence amounts billed under the Agreement but does not by itself create or amend commercial terms.

2.7 “Services” means the Amio software platform, including AI customer-agent, chat, email, automation, integration, product-recommendation and related functionality made available by Amio under the Agreement.

3. Access to and use of the Services

3.1 Subject to the Agreement and payment of applicable fees, Amio grants Customer a limited, non-exclusive, non-transferable right, except as permitted under Section 21.2, during the applicable subscription term to access and use the Services for Customer’s internal business purposes and to make configured customer-facing functionality available to End Users.

3.2 Customer may permit Authorized Users to use the Services on its behalf. Customer is responsible for its Authorized Users’ compliance with the Agreement and for maintaining the confidentiality and security of account credentials.

3.3 Customer must use the Services in accordance with the Agreement, Documentation and applicable law.

3.4 Customer must not, and must not permit others to:
(a) use the Services for unlawful, fraudulent or abusive purposes;
(b) infringe or misappropriate intellectual-property, privacy or other rights;
(c) introduce malware or malicious code;
(d) interfere with or attempt to bypass security, access controls, rate limits or technical restrictions;
(e) access or use non-public aspects of the Services primarily for the purpose of developing a directly competing product, except to the extent such restriction is prohibited by law;
(f) reverse engineer, decompile or attempt to derive source code except to the extent such restriction is prohibited by mandatory law;
(g) use automated means to extract data from the Services except through interfaces expressly provided or authorized by Amio; or
(h) use the Services in a way that materially degrades or disrupts the Services for other customers; or
(i) use the Services for any practice prohibited under Article 5 of Regulation (EU) 2024/1689 (the “EU AI Act”). No agreement or authorization by Amio permits a prohibited practice. Customer must also not materially modify or repurpose the Services so that the relevant AI system becomes a high-risk AI system under Article 6 and Annex III of the EU AI Act without Amio’s prior written agreement. Any agreed high-risk use must comply with applicable law.

3.5 Amio may take reasonable measures to prevent or address security threats, misuse, unlawful activity or material violations of the Agreement, including temporary suspension where necessary. Where reasonably practicable, Amio will notify Customer and provide an opportunity to remedy the issue before suspension, except where immediate action is reasonably necessary to protect the Services, other customers, third parties or Amio, or to comply with law.

4. Customer responsibilities

4.1 Customer is responsible for:
(a) the accuracy, legality and quality of Customer Data;
(b) obtaining all rights, notices, consents and legal bases required for Customer Data and Customer’s use of the Services;
(c) configuring the Services, knowledge sources, prompts, integrations, tools and automation according to Customer’s intended use;
(d) the products, services, policies, prices, availability, delivery information and other business information supplied to the Services;
(e) decisions and actions taken by Customer or its personnel based on Service outputs; and
(f) complying with laws applicable to Customer’s business and communications with End Users.

4.2 Customer must not instruct Amio to process Customer Data in a manner that violates applicable law.

4.3 Unless expressly agreed otherwise, Amio is not a party to transactions between Customer and its End Users and is not responsible for Customer’s products, services, fulfilment, returns, payments or other obligations to End Users.

4.4 Customer is responsible for authorizing and configuring business rules, tool permissions, integrations and automated actions made available through the Services, including actions that may create, change or cancel orders, refunds, reservations, accounts or other business records. Actions performed in accordance with Customer’s configuration, instructions or connected systems are Customer’s business actions, except to the extent a loss results from Amio’s breach of the Agreement or unlawful conduct.

5. AI features and automated outputs

5.1 The Services may use artificial intelligence, machine-learning models, retrieval systems and automated decision logic to understand requests, retrieve information, generate responses, recommend products or perform configured actions.

5.2 AI-generated or automated output may occasionally be incomplete, inaccurate or inappropriate. Customer is responsible for choosing appropriate use cases, providing accurate source information, configuring safeguards and applying human review where reasonably necessary in light of the consequences of an error.

5.3 Customer must not represent that Amio independently guarantees the accuracy of product information, legal statements, delivery commitments or other business information supplied by Customer or third-party systems.

5.4 Amio may improve the Services, prompts, retrieval methods and technical components in ways permitted by the Agreement and applicable law. By default, Amio will not use Customer Data or Customer’s Confidential Information to train or fine-tune general-purpose or foundation AI models. Where Amio offers such functionality, Customer may separately and expressly authorize it by written agreement or through an administrative setting expressly designated for that purpose and recorded by Amio as Customer’s instruction, subject to the DPA and applicable law. Before enabling such processing, Amio will clearly describe its scope and applicable data-protection terms. Customer Data may otherwise be processed for inference and generation, retrieval, service-quality evaluation, troubleshooting, security and customer-specific configuration, adaptation or fine-tuning solely to provide, secure, support and operate the Services for Customer in accordance with the Agreement. Where Customer Personal Data is involved, such processing remains subject to the DPA and Customer’s documented instructions. Amio will not authorize a third-party AI provider to use Customer Data to train or fine-tune general-purpose or foundation models except where Customer has given the same separate express authorization and the processing is otherwise permitted by the Agreement and applicable law.

5.5 Where an AI system provided through the Services is intended to interact directly with natural persons and applicable law requires disclosure of that fact, Amio will design and develop the Services so that End Users are clearly informed that they are interacting with an AI system at or before the first interaction, unless this is obvious from the circumstances and context of use. Customer must not remove, obscure or circumvent disclosures required for its deployment and must implement any additional transparency notices required by applicable law for Customer’s particular use case.

6. Customer Data and data protection

6.1 As between the parties, Customer retains all rights in Customer Data. Customer grants Amio the rights necessary to host, copy, transmit, process, display and otherwise use Customer Data solely to provide, secure, support and operate the Services in accordance with the Agreement.

6.2 Where Amio processes Customer Personal Data on Customer’s behalf, the Amio Data Processing Agreement (“DPA”), available at https://www.amio.io/legal/data-processing-agreement, applies to that processing and is incorporated into the Agreement by reference.

6.3 If there is a conflict between these Terms and the DPA concerning the processing of Customer Personal Data, the DPA prevails to the extent of the conflict.

6.4 Amio may process account, billing, security, service-usage and business-contact data as an independent controller where described in Amio’s Privacy Policy and permitted by applicable law.

6.5 Amio may use service providers and subprocessors in accordance with the DPA.

7. Security

7.1 Amio will maintain reasonable technical and organizational measures designed to protect Customer Data against unauthorized access, use, alteration or disclosure, as further described in the DPA and applicable security documentation.

7.2 Customer is responsible for using available security features appropriately, protecting credentials and promptly notifying Amio if Customer becomes aware of unauthorized access to its account.

7.3 No internet-based service can guarantee absolute security. Amio’s security obligations are those expressly stated in the Agreement and DPA.

8. Third-party services and integrations

8.1 Customer may choose to connect the Services with third-party systems, channels, APIs or services. Customer authorizes Amio to exchange Customer Data with those third-party services as necessary to provide the integration requested by Customer.

8.2 Customer is responsible for obtaining and maintaining any third-party accounts, permissions and rights required for integrations selected by Customer, and for complying with the third party’s terms.

8.3 Sections 8.1 and 8.2 apply to third-party systems, channels, APIs or services selected, directed or controlled by Customer. Amio is not responsible for the availability, security, functionality or acts of such independent third-party services outside Amio’s control. By contrast, where Amio engages a supplier, subcontractor or subprocessor to perform part of the Services on Amio’s behalf, Amio remains responsible for performing its own obligations under the Agreement notwithstanding the use of that supplier, subject to the limitations and exclusions in the Agreement. Subprocessors that process Customer Personal Data are also governed by the DPA.

9. Intellectual property

9.1 Amio and its licensors retain all rights, title and interest in and to the Services, Documentation, software, models, workflows, interfaces, designs, know-how and other technology provided by Amio, including improvements and derivatives.

9.2 Except for the limited rights expressly granted by the Agreement, no intellectual-property rights are transferred to Customer.

9.3 Customer retains ownership of Customer Data and of materials owned by Customer before being provided to Amio.

9.4 If Customer voluntarily provides suggestions or feedback about the Services, Amio may use that feedback to improve its products and services without restriction or payment, provided that Amio does not thereby acquire ownership of Customer Data or Customer’s confidential information.

9.5 To the extent Amio has rights necessary to permit such use, Amio grants Customer a non-exclusive right to use outputs generated specifically for Customer through the Services for Customer’s business purposes and communications with End Users, including continued use of lawfully exported outputs after termination. This does not transfer ownership of the Services, Amio’s models, system prompts, workflows, software or other underlying technology. Amio does not warrant that AI-generated outputs are unique, eligible for copyright or other intellectual-property protection, or free from third-party rights.

10. Confidentiality

10.1 Each party may receive non-public information from the other party that is identified as confidential or that reasonably should be understood to be confidential (“Confidential Information”). Customer’s non-public Customer Data, account credentials, security information and non-public configurations are Customer Confidential Information whether or not specifically marked as confidential.

10.2 The receiving party will:
(a) use Confidential Information only to perform or exercise rights under the Agreement;
(b) protect it using at least reasonable care; and
(c) disclose it only to personnel, professional advisers and service providers who need to know it and are bound by confidentiality obligations.

10.3 Confidential Information does not include information that the receiving party can demonstrate: (a) is or becomes public without breach of the Agreement; (b) was lawfully known without restriction before disclosure; (c) is received lawfully from a third party without confidentiality obligation; or (d) is independently developed without use of the disclosing party’s Confidential Information.

10.4 A party may disclose Confidential Information where required by law or a binding authority, provided that, where legally permitted, it gives the other party reasonable advance notice and assistance.

10.5 The DPA governs confidentiality obligations specifically applicable to Customer Personal Data.

10.6 Upon termination or expiry of the Agreement, or earlier upon reasonable request where practicable, each receiving party will return or delete the other party’s Confidential Information in its possession or control, except to the extent retention is required by applicable law, reasonably necessary to establish or defend legal claims, or contained in routine backup or archival systems that cannot reasonably be deleted immediately. Any retained Confidential Information remains protected under this Section and may not be used for any other purpose. Customer Data is additionally subject to Sections 12.7, 12.9 and 13 and to the DPA.

10.7 The confidentiality obligations in this Section survive termination for so long as the information remains confidential by its nature or under applicable law. Trade secrets remain protected for so long as they qualify as trade secrets.

11. Fees, billing and taxes

11.1 Customer will pay the fees specified in the applicable Order or otherwise agreed with Amio.

11.2 The applicable Order or accepted plan specifies the subscription fee, currency, subscription and billing period, payment due dates, included usage allowances, billable units, and applicable usage-based or overage rates. Subscription fees are billed in advance for the applicable subscription period. Usage-based or overage charges are calculated after the applicable usage period and billed in arrears; the usage period may be monthly even where the subscription fee is billed quarterly, annually or on another cycle, as specified in the applicable Order or plan. Invoices evidence amounts payable under the Agreement but do not independently create or amend those commercial terms.

11.3 Fees are exclusive of VAT and other applicable taxes unless expressly stated otherwise. Customer is responsible for taxes legally payable in connection with its purchase of the Services, excluding taxes based on Amio’s net income.

11.4 For a subscription with a committed term, Amio may change prices only for a future renewal period by giving at least 30 days’ advance notice before the renewal date on which the new price will apply, unless the parties agree otherwise. For a subscription without a committed term, Amio may change fees by giving at least 30 days’ advance notice, and the new fees will apply no earlier than 30 days after that notice. A price change does not retroactively change fees already agreed or usage charges already incurred.

11.5 Except where the Agreement expressly provides otherwise or mandatory law requires otherwise, fees paid are non-refundable.

11.6 If an undisputed amount remains unpaid after its due date, Amio may give Customer written notice requiring payment. If Customer does not pay the overdue amount within 10 days after that notice, Amio may suspend access to the affected Services until payment is made. Amio will not suspend the Services solely for amounts that Customer disputes in good faith before suspension, provided Customer gives Amio reasonable details of the dispute and cooperates to resolve it. Customer remains responsible for paying all undisputed amounts when due. Amio may restore suspended access after the overdue undisputed amounts are paid and any related payment issue is reasonably resolved.

11.7 Cancellation, termination or expiry does not affect usage-based or overage charges incurred before the effective end of the subscription. Amio may calculate and invoice those charges after the subscription ends. Once cancellation of renewal becomes effective, no subscription fee will be charged for a new renewal period, but any outstanding fees and usage-based or overage charges already incurred remain payable.

12. Subscription term, renewal and termination

12.1 The Agreement begins when Customer first accepts it. Unless the applicable Order or accepted plan expressly states otherwise, each subscription automatically renews for successive periods equal to its current subscription period until renewal is cancelled or the subscription is otherwise terminated in accordance with the Agreement. The subscription fee for each renewal period is billed in advance.

12.2 Customer may cancel automatic renewal at any time before the next renewal date using an available account cancellation method or by giving notice to Amio. A cancellation is timely if it is submitted through the available account cancellation method, or sent by email to Amio’s designated notice address, before the start of the next renewal period. For cancellation timing under this Section, the submission or sending timestamp controls; the deemed-receipt rule in Section 19.2 does not delay an otherwise timely cancellation, provided the email does not generate a non-delivery or failure notice. Cancellation of renewal takes effect at the end of the current paid subscription period and prevents the subscription fee for the next renewal period from being charged. Customer remains responsible for all fees and usage-based or overage charges incurred before the effective end of the subscription, including charges that are calculated or invoiced afterwards under Section 11.7. Amio may elect not to renew, or may terminate a subscription without cause where permitted by the applicable Order or plan, by giving at least 30 days’ written notice; if Amio ends a prepaid subscription before the end of the paid period without Customer breach or non-payment, Amio will refund the unused prepaid subscription fee for the period after termination.

12.3 Either party may terminate the Agreement for material breach if the breach is not cured within 30 days after written notice describing the breach. No cure period is required where the breach cannot reasonably be cured. This does not limit Amio’s right to suspend or restrict the Services under Sections 3.5 or 12.6 where immediate action is reasonably necessary. If Customer terminates an affected Service because of Amio’s uncured material breach, fees accrued for Services provided up to the effective termination date remain due, but fees for periods after termination do not accelerate or become payable solely because of termination. Amio will refund any prepaid fees allocable to the unused period after the effective termination date.

12.4 Either party may terminate the Agreement immediately if the other party becomes insolvent, ceases business, enters liquidation or analogous proceedings, subject to applicable insolvency law.

12.5 Cancellation under Section 12.2 stops the next automatic renewal but does not terminate the current paid subscription period early or entitle Customer to a refund for that period. Unless an Order expressly provides otherwise, Customer may not terminate a committed subscription for convenience before the end of its current committed term. If Customer stops using the Services or purports to terminate early without a contractual termination right, fees for the remainder of the committed term and any usage-based or overage charges incurred remain due. This does not limit Customer’s termination or switching rights expressly provided by the Agreement or mandatory law, including Section 13 where applicable.

12.6 Amio may suspend or terminate the Services where Customer’s use is unlawful, creates a material security risk, materially harms the Services or other customers, or repeatedly breaches the Agreement. Where reasonably practicable, Amio will give prior notice and an opportunity to remedy the issue. A suspension caused by Customer’s breach, misuse or non-payment does not by itself cancel fees properly due for a committed subscription. Amio will restore access when the relevant cause has been remedied and restoration is reasonably safe and lawful. Suspension does not limit any retrieval or switching right that Customer has under mandatory law.

12.7 On termination or expiry: (a) Customer’s ordinary right to access and use the Services ends, except for limited retrieval, export or switching access expressly provided by Sections 12.9 and 13; (b) amounts accrued for Services provided up to the effective termination or expiry date remain payable, subject to any express refund right in the Agreement; (c) each party will return or delete Confidential Information in accordance with Section 10.6; and (d) Customer Data will be made available, retained and deleted in accordance with Sections 12.9 and 13 and the DPA, as applicable. Routine account-closure or retention processes will not shorten a retrieval period expressly provided by the Agreement or mandatory law.

12.8 Provisions that by their nature should survive termination will survive, including accrued payment obligations, confidentiality, intellectual property, disclaimers, liability provisions, governing law and dispute provisions.

12.9 Ordinary offboarding. Where Section 13 does not apply, Customer may request return or export of Customer Data through Amio’s then-available standard export functionality and supported formats before termination or, if Amio still retains the relevant data under its ordinary retention processes, within 30 days after termination or expiry. The 30-day period is a request deadline and does not create a separate data-retention commitment, require Amio to restore backups, maintain application access, provide bespoke migration assistance or extend its ordinary retention periods. Return or deletion of Customer Personal Data remains subject to the DPA and Customer’s lawful instructions. Assistance beyond Amio’s standard export functionality or obligations under the Agreement or applicable law may be separately agreed and charged where lawful.

13. Data portability, switching and exit

13.1 To the extent Chapter VI of Regulation (EU) 2023/2854 (the “EU Data Act”) applies to the Services, this Section governs Customer’s switching and exit rights. Nothing in this Section limits rights that Customer has under mandatory law.

13.2 Customer may, upon request and subject to the maximum notice period permitted by the EU Data Act, choose to: (a) switch to a data processing service of a different provider; (b) port all Exportable Data and applicable digital assets to Customer’s on-premises ICT infrastructure; or (c) have its Exportable Data and applicable digital assets erased. Any notice period required to initiate the switching process will not exceed two months. Where Customer switches to another provider, Customer will provide the information reasonably necessary to identify and cooperate with that destination provider.

13.3 Following the applicable notice period, Amio will support a switching transition without undue delay and, where the EU Data Act requires, within a maximum transitional period of 30 calendar days. During that period the Agreement remains applicable and Amio will provide reasonable switching assistance, act with due care to maintain business continuity, continue the contracted functions or services, provide clear information about known risks to continuity, and maintain a high level of security throughout the switching process, including during data transfer and the retrieval period, in accordance with applicable Union or national law.

13.4 If completion within the 30-calendar-day transitional period is technically unfeasible, Amio will notify Customer within 14 working days of the switching request, explain the technical reasons and specify an alternative transitional period not exceeding seven months, while maintaining service continuity as required by applicable law. Customer may extend the transitional period once for a period that Customer considers more appropriate for its own purposes, as provided by the EU Data Act.

13.5 Amio will support Customer’s exit strategy for the contracted Services and provide the information reasonably required by applicable law for switching and porting.

13.6 The Agreement, to the extent it covers the affected Service, will be considered terminated and Amio will notify Customer of that termination: (a) where Customer switches to another provider or to on-premises ICT infrastructure, upon successful completion of the switching process; or (b) where Customer chooses erasure rather than switching, at the end of the applicable maximum notice period. Fees accrued for Services actually provided up to the effective termination date remain payable. Future service fees do not accelerate merely because Customer exercises a mandatory switching or termination right. Any separate early-termination amount may apply only if its amount or calculation method was expressly agreed in the applicable Order or accepted plan and clearly disclosed before contracting, and applicable law permits it to survive the relevant switching or termination right.

13.7 Exportable Data and portable digital assets. For purposes of this Section, “Exportable Data” has the meaning given by the EU Data Act and comprises input and output data, including relevant metadata, directly or indirectly generated or co-generated by Customer’s use of the Services, subject to the exclusions permitted by applicable law.

(a) Portable categories. Subject to paragraph (c), the exhaustive categories of Exportable Data and applicable digital assets that can be ported from the Services are:

(i) communications and contact data, including messages and conversation content sent, received or generated through the Services, including AI-generated responses and operator messages; contact and End User information processed through the Services; attachments and media retained by Amio; and associated metadata reasonably necessary to interpret such data, including timestamps, message direction, delivery or read status where maintained, channel or source information and Customer-supplied metadata;

(ii) Customer-configured AI-agent and automation data, including Customer-created or Customer-configured agents or bots, conversation flows, answers, events, templates, Customer-authored prompts and instructions, variables, intents and intent examples, configured request outcomes, and relationships between those items;

(iii) market, localisation and presentation configuration, including configured markets and languages, Customer-configured or generated market variants, chat-theme settings, Customer-provided branding assets, Customer-configured text and email templates;

(iv) knowledge and product data, including knowledge-base definitions, source definitions and source URLs, Customer-uploaded source files retained by Amio, product-feed sources and Customer-supplied feed mappings or configuration, and other source content retained by Amio to the extent Customer has the right to receive and use that content;

(v) Customer-configured tools and integrations, including Customer-created tool or API definitions, names and descriptions, parameter schemas, endpoint URLs, HTTP methods, Customer-defined request-body, query-parameter and non-secret header templates, webhook configuration, channel configuration and integration mappings, subject to the exclusions in paragraph (c);

(vi) Customer-specific analytical outputs and reports generated through Customer’s use of the Services and retained by Amio or ordinarily made available to Customer through the Services; and

(vii) digital assets independently usable by Customer, including Customer-owned or lawfully controlled files, media, logos and other digital materials held through the Services for which Customer has a right of use independently of its contractual relationship with Amio.

The foregoing categories include identifiers, relationships, timestamps, status information, language, market, channel, source, ordering, format and other metadata to the extent reasonably necessary to interpret and associate the exported records. Where content is referenced from an external source but is not retained by Amio, Amio may port the relevant source reference and configuration rather than reacquire or recreate the underlying content. Content or assets subject to third-party rights will be ported only to the extent Customer has the right to receive and use them and their transfer is permitted by applicable law.

(b) Form of export. Amio may determine and change the structure and schema used for portability exports from time to time. Porting does not require Amio to reproduce its user interface, internal database structure, storage architecture, implementation-specific identifiers or internal representation of the data. Amio may transform, consolidate or normalise data for export, provided that Exportable Data required by applicable law remains usable and is supplied in a structured, commonly used and machine-readable format where required by the EU Data Act. Current export structures, formats and relevant interface information are described on the Data Portability page referred to in Section 13.8. Amio is not required to develop new technologies or services solely for the switching process except to the extent required by mandatory law.

(c) Excluded internal-functioning and protected categories. The following exhaustive categories are excluded from Exportable Data to the extent permitted by applicable law where they are specific to the internal functioning of the Services and their disclosure would create a risk of breach of Amio’s or a third party’s trade secrets, disclose protected intellectual property, or compromise the security or integrity of Customer, Amio, the Services or a third party:

(i) Amio software, source code, object code, proprietary data schemas and data models, non-public APIs or interfaces, service architecture, infrastructure configuration, deployment configuration and other proprietary technical implementation;

(ii) Amio system or developer prompts, hidden prompt templates and instructions, prompt-assembly methods, model or provider selection and routing, orchestration logic, safety and guardrail logic, classification, ranking and decision logic, internal workflows, rules, heuristics and other proprietary methods used to operate the Services;

(iii) embeddings, vector representations, vector or search indexes, collection structures, chunking and tokenisation information, internal indexing representations, retrieval or reranking scores and features, model caches and other derived technical representations or provider-specific model artefacts;

(iv) internal operational, diagnostic and performance data, including logs, traces, monitoring data, debug and error records, queue, job, indexing and execution states, retry information, infrastructure identifiers, provider-status information, internal performance measurements and health-monitoring data;

(v) authentication, credential, security and abuse-prevention data, including passwords and password hashes, API keys, access or refresh tokens, OAuth or other authentication credentials, session material, signing or webhook secrets, private or cryptographic keys, internal authentication or access records, security rules, rate-limit, fraud, abuse or threat-detection signals, vulnerability information and other information whose disclosure or transfer could compromise security or integrity. Such credentials, keys, tokens and secrets are not included in portability exports, regardless of whether they were issued by Amio, supplied by Customer or obtained from a third-party service, and may be revoked or deleted as part of the switching or termination process. Non-secret Customer configuration relating to integrations, access settings or permissions remains portable to the extent otherwise included in paragraph (a);

(vi) internal product-development and service-improvement information, including experiments, benchmark and evaluation results, internal annotations and quality-assurance labels, internal quality or performance scores, and aggregated or de-identified information derived across multiple customers; and

(vii) third-party proprietary or non-transferable data, credentials, configurations, software, model weights or artefacts and other materials that Customer does not have an independent right to use or receive.

No exclusion under this paragraph will be applied to the extent that doing so would unlawfully impede or delay the switching process. Where a record or category contains both portable Customer data and excluded information, Amio may omit, redact or replace the excluded information while providing the remaining portable data.

13.8 Amio will maintain a public Data Portability page at https://www.amio.io/legal/data-portability containing the current operational, technical and transparency information relevant to switching and portability, including available export and switching procedures, supported data structures and formats, relevant APIs and interfaces, applicable interoperability standards or specifications, known technical limitations, and a general description of measures designed to prevent unlawful international governmental access to or transfer of non-personal data held in the Union. Amio will maintain the current jurisdiction or jurisdictions governing the ICT infrastructure used for the relevant Services on the Data Portability page. Where applicable law requires, Exportable Data will be made available in a structured, commonly used and machine-readable format.

13.9 After the switching transition ends, Customer will have a data-retrieval period of at least 30 calendar days, unless a later period is agreed or required by law. Routine account closure, suspension or retention processes will not shorten that retrieval period. Following a successful switch, Customer and Amio agree, to the extent permitted by law, to an alternative period for full erasure ending no later than 60 calendar days after expiry of the applicable retrieval period. By that deadline, Amio will fully erase Exportable Data and applicable digital assets, including residual backup copies, except to the extent retention is required by applicable law. Customer Personal Data remains subject to the production and backup deletion periods in Section 11 of the DPA; the 60-day outer limit does not extend those periods or any earlier mandatory deletion deadline. Where Customer chooses erasure rather than switching, Amio will carry out full erasure after the applicable notice period and any retrieval opportunity required by law, within the applicable legal deadlines and, for Customer Personal Data, the DPA’s deletion periods. Residual backup copies remain access-restricted and may not be restored for ordinary use. Any restoration necessary for disaster recovery or legal compliance remains subject to the applicable deletion instruction and deadline. An ordinary backup cycle does not authorize retention beyond the applicable deadline.

13.10 Amio will not impose any switching charge on Customer for the switching process. This does not waive standard service fees payable for Services actually provided during an applicable notice or transitional period. Any separate early-termination amount must be expressly agreed and clearly disclosed before contracting, including its amount or calculation method, and applies only to the extent permitted by applicable law and not prohibited as a switching charge.

13.11 The Data Portability page is maintained as a living compliance and technical resource and may be updated as Amio’s infrastructure, formats, interfaces and product capabilities change. Updates to that page do not by themselves reduce Customer’s contractual switching, transition, retrieval or deletion rights under this Section 13 and do not expand the categories of data excluded from Exportable Data under Section 13.7. Any material change to Customer’s contractual rights remains subject to Section 18.

14. Service availability, support and changes

14.1 Amio will provide the Services with reasonable skill and care and will use commercially reasonable efforts to maintain their availability.

14.2 Unless an Order or separate service-level agreement expressly states otherwise, Amio does not commit to a specific uptime percentage, response time or service credit.

14.3 Support scope and support channels may depend on Customer’s plan or Order.

14.4 Amio may update, improve, replace or discontinue features as the Services evolve. The contractual baseline for a paid Service is the core functionality identified in the applicable Order and any service description expressly incorporated into that Order at the time of purchase. Later changes to Documentation do not by themselves reduce that contractual baseline. Amio will seek to avoid materially reducing that core functionality during a committed subscription term without a legitimate operational, security, legal or third-party dependency reason.

14.5 If Amio permanently discontinues material functionality that forms part of a paid Service during a committed subscription term and does not provide a substantially equivalent replacement, Customer may terminate the affected Service and receive a pro-rata refund of prepaid fees for the unused period after termination. Except where mandatory law provides otherwise, this termination and pro-rata refund is Customer’s sole remedy for such discontinuation.

14.6 Free, preview, beta or trial functionality, if offered, may be changed or discontinued at any time and may be subject to additional terms.

15. Warranties and disclaimers

15.1 Each party represents that it has authority to enter into the Agreement.

15.2 Amio warrants that it will provide the Services with reasonable skill and care and substantially in accordance with the core functionality identified in the applicable Order and any service description expressly incorporated into it. Documentation may explain use of the Services but later changes to Documentation do not by themselves reduce the contractual functionality baseline.

15.3 If Customer gives Amio written notice describing a material non-conformity with the warranty in Section 15.2, Amio will have 30 days to use reasonable efforts to correct it. If the material non-conformity is not corrected within that period and substantially impairs Customer’s use of the affected Service, Customer may terminate the affected Service and receive a pro-rata refund of prepaid fees for the unused period after termination. This same 30-day process applies where the same facts constitute a material breach under Section 12.3. To the maximum extent permitted by law, correction followed, where applicable, by termination and the stated pro-rata refund are Customer’s exclusive contractual remedies for breach of the warranty in Section 15.2, without limiting rights that cannot lawfully be limited.

15.4 Except as expressly stated in the Agreement and to the maximum extent permitted by law, the Services are provided “as available”. Amio does not warrant that the Services will be uninterrupted or error-free, that all defects will be corrected immediately, or that AI-generated output will always be complete, accurate or suitable for Customer’s specific purpose.

15.5 Nothing in the Agreement excludes warranties or rights that cannot lawfully be excluded.

16. Liability

16.1 Neither party will be liable to the other for indirect or consequential loss, or for loss of profit, revenue, goodwill, anticipated savings or business opportunity, arising out of or relating to the Agreement, except to the extent such exclusion is prohibited by applicable law. This Section 16.1 does not exclude amounts that Customer is required to pay under the indemnity in Section 17 for covered third-party judgments, settlements permitted under Section 17.3, reasonable external legal fees or other reasonable defence costs.

16.2 Subject to Sections 16.3, 16.4 and 16.5, each party’s total aggregate liability arising out of or relating to the Agreement will not exceed the fees actually paid or contractually payable by Customer for the affected Services during the 12 months immediately preceding the first event giving rise to the claim. If the affected Services have been provided for less than 12 months when that event occurs, the cap is limited to the fees actually paid or contractually payable for the period from the start of those Services through that event; this calculation does not create or accelerate any fee that would not otherwise be payable. Claims arising from the same or related facts, events or circumstances are treated as one series of related claims and do not create separate or cumulative caps. If a claim relates to more than one Order, the relevant fees for the affected Services under those Orders are aggregated for the same measurement period. If no specific Order can reasonably be identified, the same calculation applies to fees for the affected Services under the Agreement.

16.3 The liability cap and exclusions in this Section apply to claims under the DPA as part of the Agreement, except to the extent the DPA, mandatory law or an incorporated international-transfer mechanism expressly requires otherwise. Nothing in this Section limits or alters liability where the applicable Standard Contractual Clauses or other mandatory transfer terms prohibit such limitation or establish a different liability regime.

16.4 Nothing in the Agreement excludes or limits liability for harm caused intentionally or by gross negligence, harm to a person’s natural rights where such limitation is prohibited, or any other liability that cannot lawfully be excluded or limited.

16.5 Subject to Section 16.3 and mandatory law, the liability cap in Section 16.2 does not limit Customer’s obligation to pay fees and other amounts properly due under the Agreement or Customer’s indemnification obligations under Section 17. Except for liabilities that cannot lawfully be limited under Section 16.4 and the obligations identified in this Section 16.5, no category of claim is subject to a separate or higher liability cap, including claims relating to confidentiality, intellectual property or data protection, unless an Order expressly states otherwise.

17. Third-party claims and indemnity

17.1 Each party remains responsible for losses caused by its breach of the Agreement in accordance with applicable law and Section 16.

17.2 Customer will defend and indemnify Amio, its affiliates, officers, directors, employees and contractors against third-party claims, including covered third-party judgments, settlements permitted under Section 17.3, liabilities, reasonable external legal fees and other reasonable defence costs, to the extent arising from: (a) Customer Data or other materials supplied by Customer that infringe or violate third-party rights or applicable law; (b) Customer’s products, services, offers, representations or obligations to End Users; (c) Customer’s violation of applicable law; or (d) Customer’s use of the Services in material breach of the Agreement. Customer has no obligation under this Section to the extent a claim is caused by Amio’s own breach of the Agreement or unlawful conduct.

17.3 Amio will give Customer prompt notice of an indemnified claim, although a delay will relieve Customer of its obligations only to the extent the delay materially prejudices the defence. Customer must promptly assume and diligently conduct the defence of a covered claim and may control its defence and settlement. Amio will provide reasonable cooperation, with reasonable out-of-pocket cooperation costs borne by Customer. If Customer fails to assume or diligently conduct the defence, Amio may take over the defence and recover its reasonable covered defence costs under Section 17.2. Any Customer-controlled settlement must fully release Amio from the covered claim and may not include an admission of fault by Amio, impose any non-monetary obligation on Amio, or restrict Amio’s rights or business without Amio’s prior written consent, not to be unreasonably withheld. Amio may participate in a Customer-controlled defence with counsel of its choice at its own expense.

18. Changes to the Terms

18.1 Amio may make editorial, clerical or administrative changes to these Terms that do not alter their legal meaning or Customer’s or Amio’s substantive rights or obligations, by publishing or otherwise notifying Customer of the updated Terms. Any substantive change is governed by Sections 18.2 and 18.3.

18.2 Amio may make substantive changes to these standard Terms during an Agreement involving recurring performance only within a reasonable scope and to reflect changes to the Services, applicable law or regulation, security requirements, or the technical or operational manner in which the Services are delivered. Amio will notify Customer in advance under Section 19 of the change, the date on which it will take effect, and Customer’s rights under Section 18.3.

18.3 Customer may reject a substantive change that adversely affects Customer’s contractual rights or obligations and terminate the Agreement before the change takes effect. Amio will give at least 30 days’ advance notice of such a change, or a longer period where required by applicable law or reasonably necessary in the circumstances to allow Customer to obtain comparable services from another provider. Customer may reject the change by sending notice under Section 19 before the effective date stated in Amio’s notice. If Customer terminates under this Section, fees accrued for Services provided up to the termination date remain payable, future service fees do not accelerate, Amio will refund prepaid fees allocable to the unused period after termination, and no early-termination or other special charge will apply solely because Customer exercised this rejection-and-termination right.

18.4 Changes required by law, regulation, a binding authority, or an urgent security or abuse-prevention need may take effect sooner to the extent reasonably necessary. This does not remove any rejection, termination or other right that Customer has under mandatory law.

18.5 Changes will not retroactively alter fees or other commercial terms already agreed for a current committed subscription period unless the parties agree otherwise or a change is required by law.

19. Notices

19.1 Operational notices may be provided through the Services, the administrative account, email or other contact details associated with Customer’s account.

19.2 Formal legal notices under the Agreement may be sent by email to the notice contact specified in the applicable Order or, if none is specified, the primary notice email in Customer’s account records. Notices to Amio may be sent to legal@amio.io. Except for cancellation timing under Section 12.2, an email notice is deemed received on the next business day after sending unless the sender receives an automated non-delivery or failure notice. If delivery fails, the sender must use another current notice address known to it or another delivery method permitted by the Agreement or applicable law. A party may additionally send a notice by post, but postal delivery is not required unless the applicable Order or mandatory law expressly requires it.

Amio s.r.o.
Bartoškova 1411/20
Nusle, 140 00 Praha 4
Czech Republic

19.3 Customer is responsible for keeping its account and notice contact information current.

20. Governing law and disputes

20.1 The Agreement is governed by the laws of the Czech Republic, without regard to conflict-of-law rules.

20.2 The competent courts of the Czech Republic will have jurisdiction over disputes arising out of or relating to the Agreement, unless mandatory law requires otherwise.

20.3 The governing-law and jurisdiction provisions applicable to international data-transfer mechanisms are governed by the DPA to the extent different rules are required there.

21. General

21.1 Order of precedence. If documents forming the Agreement conflict, the following order applies: (a) the DPA, but only for matters concerning processing of Customer Personal Data; (b) the applicable Order or statement of work, for commercial, service-specific or bespoke-deliverable terms that expressly differ from these Terms; (c) any SLA, security schedule or service description expressly incorporated into the applicable Order, for the subject matter it governs; and (d) these Terms. A separate agreement signed by both parties may expressly establish a different order of precedence.

21.2 Assignment. Customer may not assign or transfer the Agreement, in whole or in part, without Amio’s prior written consent. Amio may assign the Agreement without Customer’s consent to an affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of the business or assets to which the Agreement relates, provided the assignee assumes Amio’s obligations under the Agreement. Any other assignment by Amio requires Customer’s prior written consent, not to be unreasonably withheld or delayed.

21.3 Subcontracting. Amio may use suppliers and subcontractors to perform the Services, but remains responsible for performing its obligations under the Agreement notwithstanding that use, subject to the limitations and exclusions in the Agreement. Subprocessors handling Customer Personal Data are additionally governed by the DPA.

21.4 Force majeure. Neither party is liable for delay or failure caused by circumstances beyond its reasonable control, except for payment obligations already due.

21.5 No partnership. The Agreement does not create a partnership, joint venture, agency, employment or fiduciary relationship between the parties.

21.6 Waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.

21.7 Severability. If a provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed without affecting the remaining provisions.

21.8 Entire agreement. The Agreement constitutes the entire agreement between the parties concerning the Services and supersedes prior proposals, communications and agreements on the same subject, except for confidentiality agreements or other agreements that expressly remain in effect.

21.9 Electronic acceptance. The Agreement may be accepted electronically and does not require a handwritten signature unless the parties expressly agree otherwise.

22. Contact

Questions about these Terms may be sent to legal@amio.io.

Amio s.r.o.
Bartoškova 1411/20
Nusle, 140 00 Praha 4
Czech Republic
Company ID: 06177794
VAT ID: CZ06177794
Registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 276276