Terms of Service
General Terms and Conditions governing use of the Mareante platform for businesses and consumers.
Table of Contents
Notice: Engineering compliance draft for Mareante (not yet reviewed by an independent attorney).
1. Scope, Parties, and Definitions
1.1. Parties and Operator Structure: These Terms of Service ("Terms") constitute a legally binding agreement between Nuno Ribeiro, a sole proprietorship (Einzelunternehmen) trading as "Mareante", having its seat of operations in Zürich, Switzerland, address at [To be provided by operator: {{LEGAL_ADDRESS}}], registered under [To be provided by operator: {{LEGAL_REGISTER}}], VAT status [To be provided by operator: {{LEGAL_VAT_ID}}] ("Mareante", "we", "us", or "our"), and you, the individual or legal entity accessing or using the platform at mareante.nuuno.art ("Customer", "User", or "you").
1.2. Proprietor Liability: Mareante is currently operated as a Swiss sole proprietorship (Einzelunternehmen). The proprietor bears unlimited personal liability with private and business assets for the obligations of the business, subject to the contractual and statutory limitations of liability set forth in Section 11.
1.3. B2B and B2C Applicability:
- Business Customers (B2B): If you register an account on behalf of a corporation, partnership, or commercial enterprise, you represent and warrant that you possess the requisite authority to bind that legal entity.
- Consumers (B2C): If you are an individual accessing the Platform for personal, non-commercial purposes, you are classified as a consumer. Specific statutory consumer protection provisions apply to you as detailed in Sections 4, 5, 11, 14, and 15, and in our Consumer Right of Withdrawal Notice.
1.4. Definitions:
- "Platform" or "Service": The Mareante web application, APIs, automated AI agent orchestration engine, and sandboxed execution environments hosted at
mareante.nuuno.art. - "Tenant" or "Organisation": An isolated workspace within the Platform representing a customer account, containing users, projects, budgets, connectors, and audit logs (
FR-ID-03). - "Agent": An autonomous AI workflow agent capable of generating specifications, tasks, source code, pull requests, and automated verification.
- "Budget Cap": Pre-configured spending limitations set at tenant, project, or task levels that govern AI token consumption, voice streaming windows, and compute execution (
FR-BG-01).
2. Eligibility and Account Management
2.1. Registration: To access the Platform, you must register by providing a valid email address and setting a password (stored as an Argon2id hash). You may enable Time-Based One-Time Password (TOTP) two-factor authentication (FR-ID-02).
2.2. Tenant Roles: The initial user who creates an Organisation becomes the Owner (FR-ID-03). The Owner and designated Admins may invite additional users and assign roles: Admin, Member, or Viewer (FR-ID-04). Each role possesses specific backend-enforced permissions pursuant to system specifications.
2.3. Credential Confidentiality: You are strictly responsible for maintaining the confidentiality of your login credentials and for all activities conducted under your tenant account. You agree to notify us immediately at [To be provided by operator: {{LEGAL_EMAIL}}] upon suspecting any unauthorized access or breach of security.
2.4. Emergency Breach Rotation: Platform Admins and Owners may trigger an automated, one-click Emergency Breach Rotation (FR-SC-09), which immediately revokes active sessions, rotates encryption keys, and terminates running sandboxes.
3. Platform Services and Workflow
3.1. Intake and Specification: Users may initiate projects via natural language text or live voice speech (FR-IN-01, FR-VC-01). The Platform drafts a structured technical specification covering goals, deliverables, constraints, and acceptance criteria (FR-IN-02).
3.2. Approval Gates:
- A project plan within the approved project budget cap may be approved by UI click or spoken voice confirmation (
FR-PL-03,FR-VC-04). - High-Risk Gates: Deployments to production or external hosting, budget increases above the project cap, domain purchases, and external credential integrations strictly require explicit UI approval by an authorized user (
FR-PL-04,FR-VC-05). Spoken voice confirmation alone will be refused.
3.3. Sandboxed Execution: Code execution, builds, and automated tests are performed inside ephemeral, isolated Docker containers with strict resource limits, no host mounts, and an allow-list restricted network egress proxy (FR-EX-01, FR-SC-08).
4. Subscriptions, Invoicing, and Budget Caps
4.1. Subscription Plans: Mareante offers Free, Pro, Team, and Enterprise subscription tiers. Plan features, allowances, and prices are published on our pricing page and confirmed during Stripe Checkout (FR-BL-01).
4.2. Pricing and Taxes:
- Current VAT Status: The operator is not currently VAT-registered pursuant to Article 10(2)(a) of the Swiss Value Added Tax Act (MWSTG), as expected annual turnover is below the statutory threshold of CHF 100,000. Accordingly, prices displayed on the website are final prices without VAT.
- Future VAT Registration: In the event that the operator becomes VAT-registered (mandatorily upon exceeding CHF 100,000 turnover or voluntarily), prices for consumers (B2C) will be displayed inclusive of statutory VAT, and prices for business customers (B2B) may be stated net of VAT subject to reverse-charge or local VAT rules.
- Invoicing: Invoices and payment receipts are issued electronically and accessible through your workspace billing settings and the Stripe Customer Portal.
4.3. Billing via Stripe: Subscription payments and top-ups are processed securely through Stripe. Mareante does not store, log, or process raw credit card numbers or payment credentials (FR-BL-12).
4.4. Automatic Renewal: Paid subscriptions operate on a recurring billing cycle (monthly or annual) and renew automatically at the end of each billing cycle unless cancelled prior to the renewal date.
4.5. Cancellation Anytime via In-App Button: You may cancel your subscription at any time without penalty or obstacles:
- Via the dedicated "Cancel Subscription" button inside your account workspace billing settings; or
- By opening the self-service Stripe Customer Portal accessible directly from your tenant dashboard (
FR-BL-02). - Upon cancellation, your subscription remains active until the end of the current paid billing period, after which it will not renew.
4.6. Firm Budget Caps and Overage Prevention:
- Tenant owners can establish firm budget caps (
FR-BG-01). - Every model call, voice streaming window, and container execution is preceded by a budget reservation against the tenant’s ledger (
FR-BG-02). - If an operation would exceed the pre-approved cap, the Platform automatically halts execution into a
stopped_budgetstate (FR-BG-04). No hidden or unauthorized overage charges are incurred.
4.7. Payment Failure & Grace Period: If a recurring payment fails, your tenant enters a grace period during which you are notified. If payment is not resolved within the grace period, new runs are blocked with a stopped_entitlement state, but your project files and configurations are preserved (FR-BL-07).
5. Consumer Right of Withdrawal (B2C Only)
5.1. Statutory Scope (EU/EEA Consumers): If you are a consumer habitually resident in the European Union or European Economic Area, you have a statutory right under Directive 2011/83/EU to withdraw from this agreement within 14 calendar days from the date of contract conclusion without giving any reason.
5.2. Swiss Law Notice: Under Swiss statutory law (Article 40a ff. of the Swiss Code of Obligations), no statutory right of withdrawal applies to distance contracts concluded online via an e-commerce website or web application.
5.3. Online Withdrawal Function (Directive (EU) 2023/2673): In compliance with Article 11a of Directive 2011/83/EU (as inserted by Directive (EU) 2023/2673), EU consumers who entered into a contract online can exercise their right of withdrawal directly via our prominent online withdrawal function ("withdraw from contract here" and "confirm withdrawal") available in their account settings, as detailed in our Consumer Right of Withdrawal Notice.
5.4. Immediate Performance & Express Waiver: Pursuant to Article 16(m) of Directive 2011/83/EU:
- If you request that digital services (automated spec drafting, code generation, sandboxed execution) begin immediately upon purchase, you will be prompted at checkout to provide your express consent and acknowledge that you lose your right of withdrawal once digital service consumption has commenced.
- If you do not waive the right of withdrawal, service access commences following the expiration of the 14-day statutory withdrawal period.
6. AI Output Disclaimer and Engineering Verification
6.1. Probabilistic Generative Models: Mareante utilizes foundation models (including Google Gemini API) to understand natural language prompts, draft specifications, generate source code, and run tests. Generative AI systems produce outputs probabilistically based on statistical correlations.
6.2. No Warranties on Raw Machine Output: While Mareante integrates dual-model verification (FR-VR-02) and automated test execution (FR-VR-01), Mareante does not warrant or guarantee that:
- Generated source code, configurations, or specifications are free of bugs, syntax defects, security vulnerabilities, or third-party license conflicts;
- Generated applications are fit for any specific commercial or legal purpose without independent verification.
6.3. Human Engineering Verification: AI agents act as software engineering assistants. The Customer remains responsible for reviewing code diffs, inspecting automated test results, approving deployments, and conducting adequate acceptance testing before releasing generated applications to production.
7. Customer Responsibility for Deployed Content
7.1. Control of Deployments: Deployments to production URLs, cloud hosting, or external git repositories require explicit, affirmative approval through the Mareante UI by an authorized user (FR-PL-04, FR-VR-04).
7.2. Compliance with Laws: The Customer is solely and entirely responsible for:
- All prompts, instructions, specifications, databases, and third-party secrets supplied to the Platform;
- All applications, websites, codebases, and services deployed from the Platform to public or private infrastructure;
- Ensuring that deployed content complies with applicable data protection laws (ePrivacy, GDPR, nFADP), intellectual property rights, consumer protection standards, and our Acceptable Use Policy.
7.3. Indemnification (B2B): Business Customers agree to defend, indemnify, and hold harmless Mareante and its proprietor against any third-party claims, administrative penalties, or damages resulting from the Customer’s breach of these Terms, infringement of third-party rights, or unlawful content deployed via Customer’s tenant.
8. Intellectual Property Rights
8.1. Customer Inputs and Generated Outputs:
- As between you and Mareante, you retain all right, title, and interest in and to your original prompts, proprietary specifications, and customer data.
- To the maximum extent permitted by applicable law, Mareante assigns to you all right, title, and interest (including copyright and trade secret rights) in the specific source code and technical documentation uniquely generated by the Platform in response to your project specifications upon full payment of applicable fees.
8.2. Platform Intellectual Property:
- Mareante retains all right, title, and interest in the Platform, its underlying orchestration architecture, proprietary prompt engineering pipelines, agent frameworks, user interface designs, logos, and trademarks.
9. Acceptable Use and Rule-of-Law Guardrails
You agree not to use the Platform for any unlawful, abusive, or harmful purpose. Our Acceptable Use Policy sets forth explicit, rule-of-law-based prohibitions mapped directly to Swiss and European criminal and administrative statutes (including cyberattacks, CSAM, fraud, illegal weapons, animal cruelty, and human trafficking). Violations of the Acceptable Use Policy may result in prompt refusal, account suspension, and referral to law enforcement where required by law.
10. Data Protection and Data Processing
Our processing of personal data is governed by our Privacy Policy. Where you are a Business Customer processing personal data on behalf of others or using our platform as a controller under GDPR Article 28 / Swiss nFADP Article 9, our Data Processing Agreement is incorporated herein by reference.
11. Limitation of Liability
11.1. Mandatory Statutory Liability (Uncapped): Under Article 100(1) of the Swiss Code of Obligations (OR), any agreement purporting to exclude or limit liability in advance for intent (willful misconduct) or gross negligence (Absicht oder grobe Fahrlässigkeit) is null and void. Nothing in these Terms shall limit or exclude the liability of either party for:
- Intent (Absicht) or gross negligence (grobe Fahrlässigkeit);
- Death or personal injury caused by negligence;
- Claims under the Swiss Product Liability Act (PrHG) or mandatory EU product liability legislation;
- Any other liability that cannot be excluded or limited by mandatory applicable law.
11.2. Limitation for Business Customers (B2B):
- In cases of slight negligence (leichte Fahrlässigkeit), Mareante’s aggregate liability arising out of or related to this agreement, whether in contract, tort, or otherwise, shall be strictly limited to the total fees paid by the Customer to Mareante in the twelve (12) months preceding the event giving rise to liability, or CHF 100 / EUR 100, whichever is greater.
- To the fullest extent permitted by Swiss law, Mareante shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, loss of goodwill, system downtime, or third-party claims.
11.3. Consumer Protection Carve-Out (B2C): For consumers resident in Switzerland or the European Union, statutory warranty rights and liability rules established by mandatory consumer protection law (including Council Directive 93/13/EEC on unfair terms in consumer contracts) remain fully in effect and are not restricted by this Section.
12. Suspension and Termination
12.1. Termination for Convenience:
- The Customer may terminate a paid subscription at any time via the in-app cancel button or Customer Portal, effective at the conclusion of the current billing cycle.
- The Customer may delete their tenant organization at any time (
FR-AU-05), triggering complete cryptographic erasure of tenant data.
12.2. Termination for Cause: Either party may terminate this agreement immediately if the other party materially breaches these Terms and fails to cure such breach within 14 days of written notice. Mareante reserves the right to suspend or terminate accounts immediately without notice in cases of severe illegal activity (e.g., CSAM, active DDoS, malware dissemination).
12.3. Data Export Upon Termination: Prior to account closure or tenant deletion, Tenant Owners can export all project files, specifications, and ledger records in a structured format (FR-AU-04).
13. Amendments to the Terms
We reserve the right to amend these Terms to accommodate changes in law, regulatory guidance, or Platform functionality. We will notify registered Customers of proposed material changes via email or an in-app banner at least thirty (30) days prior to the effective date. If you object to the amended Terms, you may cancel your subscription prior to the effective date without penalty. Continued use of the Platform after the effective date constitutes acceptance.
14. Governing Law and Jurisdiction
14.1. Governing Law: These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the substantive laws of Switzerland, excluding its conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
14.2. Consumer Law Carve-Out: If you are a consumer habitually resident in an EU Member State, you enjoy the protection of the mandatory provisions of the law of your country of habitual residence (pursuant to Article 6 of Regulation (EC) No 593/2008 - Rome I Regulation). Nothing in these Terms deprives you of such mandatory protections.
14.3. Jurisdiction for Business Customers (B2B): For Business Customers, the exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms shall be the ordinary courts of Zürich, Switzerland.
14.4. Jurisdiction for Consumers (B2C): For consumers, statutory consumer dispute venues apply:
- Under Articles 15 to 17 of the Lugano Convention of 2007 and Articles 17 to 19 of Regulation (EU) No 1215/2012 (Brussels Ia Regulation), consumers domiciled in an EU/EEA Member State may bring proceedings either in the competent courts of their place of domicile or in the ordinary courts of Zürich, Switzerland. Proceedings against a consumer may be brought only in the courts of the Member State in which the consumer is domiciled.
15. Online Dispute Resolution for Consumers (EU ODR)
15.1. European Commission ODR Platform: Pursuant to Article 14(1) of Regulation (EU) No 524/2013 on consumer ODR, the European Commission provides an online platform for out-of-court dispute resolution: https://ec.europa.eu/consumers/odr
15.2. Contact Email: Our contact email for consumer inquiries is: [To be provided by operator: {{LEGAL_EMAIL}}].
15.3. Arbitration Participation: We are neither obligated nor committed to participate in dispute resolution proceedings before a consumer arbitration board, but we endeavor to resolve any dispute amicably via direct dialogue.
16. Contact Details
For inquiries, notices, or support concerning these Terms, please contact:
- Operator: Nuno Ribeiro (Mareante)
- Address: [To be provided by operator: {{LEGAL_ADDRESS}}]
- Email: [To be provided by operator: {{LEGAL_EMAIL}}]
- DSA Single Point of Contact: [To be provided by operator: {{DSA_CONTACT_EMAIL}}]