1 Acceptance of Terms

Welcome to OperoGuide. These Terms of Service ("Terms") govern your access to and use of the OperoGuide platform, including our website, browser extension, APIs, and related services (collectively, the "Service"), operated by Suppora GmbH ("we," "us," or "our").

By creating an account, accessing, or using our Service, you agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

Nature of the Agreement

This agreement constitutes a service contract (Dienstvertrag) within the meaning of §§ 611 ff. BGB. The subject matter is the provision of agreed services, not the achievement of a specific result (no contract for work/Werkvertrag). Services are deemed rendered when the agreed services have been performed. No guarantee can be given for any subjectively expected success.

These Terms constitute a legally binding agreement between you and Suppora GmbH. We recommend printing or saving a copy for your records.

No Right of Withdrawal

As these Terms apply exclusively to business customers (B2B), there is no statutory right of withdrawal (Widerrufsrecht) under consumer protection laws.

2 Service Description

What is OperoGuide?

OperoGuide is an AI-powered assistant designed to help JD Edwards EnterpriseOne users find answers to their questions by querying your organization's uploaded documentation. The Service includes:

• A web-based chat interface for querying documents
• A browser extension for contextual assistance within JD Edwards
• Document management and collection organization
• Team collaboration features (on applicable plans)
• API access for integrations (on applicable plans)

AI-Powered Responses

OperoGuide uses artificial intelligence to generate responses based on your uploaded documents. While we strive for accuracy, AI-generated responses:

• Are provided for informational purposes only
• May contain errors or inaccuracies
• Should be verified before making critical decisions
• Do not constitute professional advice

3 Account Registration

Eligibility

To use OperoGuide, you must:

• Be at least 18 years old
• Have the legal capacity to enter into binding agreements
• Not be prohibited from using the Service under applicable laws
• Provide accurate and complete registration information

Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access
• Using strong passwords and enabling two-factor authentication (recommended)

Organization Accounts

If you register on behalf of an organization:

• You represent that you have authority to bind the organization
• The organization is responsible for all users added to the account
• The account administrator can manage users, permissions, and billing

4 Subscription Plans & Pricing

Contract Term

Available Plans

OperoGuide offers multiple subscription tiers to meet different needs:

All prices are net prices plus applicable VAT. Current pricing is available at operoguide.de/pricing.

Free Trial

New users may be eligible for a 7-day free trial. During the trial:

• Full access to selected plan features
• No payment required during trial period
• Trial converts to paid 12-month subscription unless cancelled before trial ends

Plan Changes

You may upgrade your plan during the contract term:

• Upgrades: Take effect immediately; price difference is charged prorated
• Downgrades: Only possible at the end of the current contract term
• Plan changes do not affect the contract term or renewal date

Price Adjustments

We reserve the right to adjust prices after the initial contract term. Price changes:

• Will be communicated at least 6 weeks before the renewal date
• Take effect at the beginning of the next contract period
• You may terminate with 3 months' notice if you do not accept the new prices

5 Payment Terms

Billing

Subscription fees are billed monthly in advance. Invoices are sent by email and are due immediately upon receipt. The payment term is 10 days from the invoice date, unless otherwise agreed.

Payment Methods

We accept:

• Credit cards (Visa, Mastercard, American Express)
• SEPA Direct Debit (for EU customers)
• Invoice payment (Enterprise plans only, subject to credit approval)

All payments are processed securely through Stripe.

Taxes

All prices are net prices exclusive of VAT (Umsatzsteuer). VAT will be added at the applicable rate based on your billing address. EU businesses with valid VAT IDs may qualify for VAT exemption on B2B transactions (reverse charge).

Late Payment

If payment is not received by the due date:

• You are in default (Verzug) without further reminder
• We are entitled to charge default interest at 9 percentage points above the base rate (§ 288 para. 2 BGB)
• We may charge reminder fees and the statutory lump sum of €40 for recovery costs (§ 288 para. 5 BGB)
• We reserve the right to suspend the Service until outstanding payments are settled

Refunds

Due to the 12-month contract term, subscription fees are generally non-refundable. Exceptions:

• Cancellation during the free trial period incurs no charges
• Refunds may be provided at our discretion in case of significant service failures
• Prorated refunds are not provided for early termination

6 Usage Limits

Plan Limits

Each subscription plan includes specific limits on:

• Users: Maximum team members with access
• Queries: AI queries per billing month
• Collections: Document collections you can create
• Documents: Total documents per collection
• Storage: Total storage space for documents

Exceeding Limits

If you exceed your plan limits:

• Query limits: Additional queries will be blocked until the next billing cycle or plan upgrade
• User limits: You cannot add more users without upgrading
• Storage limits: New uploads will be blocked

Fair Use

OperoGuide is designed for legitimate business use. Automated abuse, excessive API calls, or attempts to circumvent limits may result in account suspension.

7 Acceptable Use Policy

Permitted Uses

You may use OperoGuide for:

• Querying your organization's JD Edwards documentation
• Training and onboarding team members
• Troubleshooting and support activities
• Integration with your internal systems (where permitted by your plan)

Prohibited Uses

You may NOT use OperoGuide to:

• Upload content you do not have rights to use
• Store or process illegal, harmful, or offensive content
• Attempt to reverse engineer, hack, or compromise the Service
• Resell, sublicense, or provide access to unauthorized third parties
• Use automated tools to scrape or extract data
• Circumvent usage limits or security measures
• Interfere with other users' access to the Service
• Violate any applicable laws or regulations

8 Intellectual Property

Our Intellectual Property

The Service, including its design, features, code, and content (excluding your uploaded content), is owned by Suppora GmbH and protected by intellectual property laws. You receive a limited, non-exclusive, non-transferable license to use the Service during your subscription.

Trademarks

"OperoGuide," "Suppora," and associated logos are trademarks of Suppora GmbH. You may not use our trademarks without prior written permission.

Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant us a perpetual, royalty-free license to use such feedback to improve our products without any obligation to you.

Third-Party Content

The Service may include third-party software, libraries, or content. Such components are subject to their respective licenses and terms.

9 Your Content & Data

Ownership

You retain all ownership rights to the documents and content you upload to OperoGuide ("Your Content"). We do not claim any ownership over Your Content.

License Grant

By uploading content, you grant us a limited license to:

• Store and process Your Content to provide the Service
• Create searchable indexes and embeddings
• Display excerpts in AI-generated responses
• Create backups for service continuity

This license terminates when you delete Your Content or close your account.

Your Responsibilities

You are responsible for:

• Ensuring you have rights to upload all content
• Compliance with confidentiality and data protection obligations
• Maintaining your own backups of critical documents
• Removing content that violates these Terms

Data Processing

For EU customers, we process personal data in accordance with GDPR. A Data Processing Agreement (DPA) is available upon request for enterprise customers.

10 AI-Generated Content

Nature of AI Responses

Responses generated by OperoGuide are created by artificial intelligence based on your uploaded documents. These responses:

• Are generated algorithmically and may not always be accurate
• Should be treated as suggestions, not authoritative answers
• May vary based on query phrasing and document content
• Do not represent the views or recommendations of Suppora GmbH

No AI Training

We do not use your queries, documents, or AI responses to train machine learning models. Your data is processed solely to provide the Service to you.

Verification Responsibility

You acknowledge and agree that:

• You will verify AI-generated responses before relying on them
• Critical business decisions should not be based solely on AI responses
• We are not liable for decisions made based on AI-generated content

11 Service Availability

Availability Target

We strive to maintain high availability of the Service. While we do not guarantee specific uptime percentages, we target 99.5% availability during business hours (CET).

Maintenance

We may perform scheduled maintenance that temporarily affects service availability. We will provide advance notice when possible via:

• Email notification to account administrators
• In-app announcements
• Status page updates

Service Modifications

We reserve the right to:

• Modify, update, or discontinue features
• Release new versions or updates
• Change system requirements

Material changes that negatively affect your use will be communicated with reasonable notice.

Support

Technical support is available based on your subscription plan:

• All plans: Email support (ticket system)
• Professional+: Priority support with faster response times
• Enterprise: Dedicated support contact available

12 Contract Term & Termination

Contract Duration

Ordinary Termination by You

You may terminate your subscription under the following conditions:

• Notice period: 3 months before the end of the current contract term
• Form: Written notice required (email to legal@operoguide.de is sufficient)
• Effect: Subscription continues until the end of the contract term
• Access remains active until the contract end date
• No refund for the remaining contract period

Automatic Renewal

If the contract is not terminated within the notice period:

• The contract automatically renews for another 12 months
• The same notice period (3 months) applies to the renewed term
• Price adjustments communicated beforehand apply to the renewed term

Extraordinary Termination

The right to extraordinary termination for cause (außerordentliche Kündigung aus wichtigem Grund) remains unaffected. Important reasons include:

• Material breach of contract by either party
• Insolvency or cessation of business operations
• Persistent violation of the Acceptable Use Policy
• Non-payment despite reminder and grace period

Termination by Us

We may terminate or suspend your account with immediate effect if:

• You materially violate these Terms or the Acceptable Use Policy
• Payment remains outstanding despite reminder and 14-day grace period
• We are required to do so by law or court order
• Your use poses a significant security risk to our systems or other users

We may discontinue the Service entirely with 90 days written notice, in which case a prorated refund for the unused period will be provided.

Effect of Termination

Upon termination:

• Your access to the Service ends at the end of the contract term (ordinary termination) or immediately (extraordinary termination)
• You may export your data until the termination date
• Your Content will be deleted within 30 days after termination
• Provisions regarding confidentiality, liability, and governing law survive termination

13 Limitation of Liability

Liability for Intent and Gross Negligence

We are liable without limitation for damages caused intentionally or through gross negligence, in accordance with statutory provisions.

Liability for Simple Negligence

In cases of simple negligence, we are only liable for breach of a material contractual obligation (Kardinalpflicht) – an obligation whose fulfillment is essential for the proper execution of the contract and on whose compliance you may regularly rely. In such cases, liability is limited to the foreseeable, typically occurring damage.

Limitation of Damages

Subject to the above provisions:

• We are not liable for indirect damages, consequential damages, or loss of profit
• We are not liable for loss of data, unless caused by our intentional or grossly negligent conduct
• Our total liability for damages is limited to the annual subscription fees paid by you in the 12 months preceding the claim

Exclusions from Limitation

The above limitations do not apply to:

• Liability for damages arising from injury to life, body, or health
• Liability under the Product Liability Act (Produkthaftungsgesetz)
• Liability for fraudulent misrepresentation
• Any mandatory statutory liability that cannot be limited or excluded

Cybersecurity Disclaimer

We implement industry-standard security measures to protect against cybercrime. However, no system is completely secure. We are not liable for damages caused by cyberattacks, unless such damages result from our intentional or grossly negligent failure to implement appropriate security measures.

14 Indemnification

You agree to indemnify, defend, and hold harmless Suppora GmbH, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• Your use of the Service
• Your Content or data
• Your violation of these Terms
• Your violation of any third-party rights
• Your violation of applicable laws

We will notify you of any such claim and reasonably cooperate in the defense. You may not settle any claim without our prior written consent.

15 Changes to Terms

Right to Modify

We reserve the right to modify or supplement these Terms if necessary to reflect changes in law, court rulings, technical requirements, or to close gaps in the Terms, particularly to accommodate new services or features.

Notification of Changes

Changes or amendments to the Terms will be communicated to you at least six (6) weeks before they take effect, in text form (e.g., by email or on our website). The notification will:

• Highlight the material changes
• Specify the deadline for objection
• Clearly explain the consequences of not objecting

Your Right to Object

You have the right to object to the changes within four (4) weeks of receiving the notification. If you do not object within this period, the amended Terms are deemed accepted.

Consequences of Objection

If you object to the changes within the deadline:

• We may terminate the contract with one month's notice
• The previous Terms continue to apply until termination
• You may also terminate the contract under the regular termination provisions

Non-material changes (e.g., corrections of typographical errors) may be made without notice.

16 Governing Law & Disputes

Governing Law

These Terms are governed by the laws of the Federal Republic of Germany, without regard to conflict of law principles.

Jurisdiction

Any disputes arising from these Terms or your use of the Service shall be subject to the exclusive jurisdiction of the courts in Mainz, Germany.

EU Consumer Rights

If you are a consumer in the European Union, you may also have rights under the consumer protection laws of your country of residence. Nothing in these Terms affects those rights.

Dispute Resolution

Before filing a legal claim, we encourage you to contact us to resolve the issue informally. Many disputes can be resolved through direct communication.

17 Contact Information

If you have questions about these Terms or the Service, please contact us:

For the fastest response, please use the appropriate email address for your inquiry type.

18 Customer Obligations

Duty to Cooperate

You agree to support us in providing the services to the best of your ability. This includes the following obligations:

• Providing all information and documents necessary to perform the agreed services
• Granting access to relevant systems and networks as required for service delivery
• Ensuring the necessary technical infrastructure and environment for the services
• Ensuring that all required consents and permissions for system and data use are in place

Notification Duties

You agree to notify us immediately of:

• Changes or disruptions to your IT systems that may affect service delivery
• Security incidents or suspected data breaches
• Changes to your contact or billing information

Consequences of Non-Compliance

If you fail to fulfill your cooperation obligations and this delays or prevents service delivery:

• We are entitled to invoice you for any additional effort or costs incurred
• We may suspend service delivery until you fulfill your obligations
• Your payment obligation continues during any such suspension
• Persistent non-compliance may constitute grounds for termination

19 Confidentiality

Definition

Both parties agree to treat as confidential all business secrets and other information designated as confidential ("Confidential Information") of the other party. The receiving party will handle Confidential Information with the same care as its own confidential information of similar sensitivity, but at least with the care of a prudent businessperson.

Permitted Use

Confidential Information may only be used in connection with this contract. Disclosure to third parties requires prior written consent. This does not apply to:

• Affiliated companies of the parties
• Advisors who are legally bound to confidentiality
• Subcontractors bound by equivalent confidentiality obligations

Exceptions

The confidentiality obligation does not apply to information that:

• Was already publicly known at the time of contract conclusion or became publicly known without breach of this agreement
• The receiving party developed independently
• The receiving party received from third parties or from the disclosing party outside this contract without confidentiality obligation

Legal Disclosure

If legally required, the receiving party may disclose Confidential Information. Where legally permitted, the receiving party will inform the disclosing party before such disclosure.

Return of Information

Upon termination of this contract, each party will return or delete Confidential Information of the other party upon request, except for information subject to longer statutory retention periods or stored in routine backup processes.

20 Final Provisions

Severability Clause

Should any provision of these Terms be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision or the intent of the parties.

Written Form

Amendments and supplements to these Terms must be in writing to be effective. This also applies to the amendment of this written form requirement. Oral side agreements do not exist.

Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to a successor in connection with a merger, acquisition, or sale of all or substantially all of our assets.

Entire Agreement

These Terms, together with the Privacy Policy and any order forms or service agreements, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements and understandings.

No Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.