Terms of Service

These Terms of Service (“Terms”) form a binding agreement between you and IOTO Business Development + Consulting GmbH (“we”, “us”), the operator of Canopy AI (the “Service”). If you use the Service on behalf of an organisation, you represent that you are authorised to bind that organisation to these Terms.

Canopy AI lets you enter master contracts, upload shipment documents, and have those documents read, extracted and validated against the contract and against one another. It also lets you share a shipment with a counterparty, publish offers and respond to them with the parties you select, and put questions to an in-product assistant. Validation results and assistant responses are provided to assist your review; they do not constitute legal, financial or trade advice.

Where the platform brings a buyer and a seller together, the contract for that trade is between the buyer and the seller. We act as an intermediary and are not a party to it. We do not take custody of the goods or of any funds, and we do not guarantee that a counterparty will perform. Whether to trade, and on what terms, is your decision.

Our fees for the Service itself are agreed with you separately and invoiced directly. Where we charge a fee for introducing a counterparty, it is charged to the seller and agreed before it applies. The platform does not collect or hold payment for a trade.

You are responsible for keeping your credentials confidential and for all activity under your account. Access is role-based and scoped to your organisation, except where you or a counterparty grant access to a particular shipment or offer. What such a grant reveals, and how to revoke it, is described in our Privacy Policy. You must notify us promptly of any unauthorised use. We may suspend accounts that pose a security risk or breach these Terms.

You agree not to:

• upload content you do not have the right to process;
• attempt to access data belonging to another organisation, other than through access that organisation has granted you;
• probe, scan or interfere with the security or integrity of the Service;
• reverse engineer, resell or misuse the Service or its outputs;
• use the Service in violation of applicable law or sanctions.

You retain all rights to the contracts, documents and data you submit. You grant us a limited licence to host and process that content solely to provide the Service. Our handling of personal data is described in our Privacy Policy.

Document reading and validation are automated and may contain errors, including missed or incorrect matches. The Service is a decision-support tool. You remain responsible for verifying results and for any decisions you make. The Service is provided “as is” without warranties of accuracy or fitness for a particular purpose, to the fullest extent permitted by law.

The Service, including its software, design and content (excluding your data), is owned by IOTO Business Development + Consulting GmbH and its licensors and is protected by intellectual-property laws. No rights are granted except as expressly set out in these Terms.

We are liable without limit for damage caused intentionally or by gross negligence, for injury to life, body or health, for fraudulent concealment of a defect, for any guarantee we have expressly given, and under the German Product Liability Act.

Where we cause damage by ordinary negligence, we are liable only for breach of a duty whose fulfilment is essential to performing this agreement and on which you may reasonably rely, and then only for the foreseeable damage typical of this kind of contract. That liability is limited, per claim, to the greater of the fees you paid for the Service in the twelve months before the claim and EUR 50,000.

All other liability for ordinary negligence is excluded, including indirect and consequential loss and loss of profits or business. The Service is a decision-support tool and you remain responsible for verifying its results, as set out in section 7. Nothing in these Terms excludes liability that cannot be excluded by law.

You may stop using the Service at any time. We may suspend or terminate access for breach of these Terms or where required by law. On termination, your right to use the Service ends; provisions that by their nature should survive will continue to apply.

We may modify the Service or these Terms. Where changes are material we will update the “last updated” date and, where appropriate, notify you. Continued use after changes take effect constitutes acceptance.

These Terms are governed by the laws of Germany, and the courts of Germany have exclusive jurisdiction over any dispute, subject to any mandatory rights you have under local law.

Questions about these Terms can be sent to info@ioto.team.