PeopleWare CPS — Terms of Service (Subscription Agreement)
Last updated: [PENDING: effective date]
These Terms of Service (the "Terms") constitute a binding agreement between GeniusDiagram Unip Lda, a single-member private limited company incorporated under the laws of Portugal, with registered office at Rua 1.º de Dezembro, 47 - 3.º Dto., 2700-670 Amadora, Portugal and tax identification number PT515101290 ("GeniusDiagram", "we", "us"), trading under the brands "PeopleWare" and "PeopleWare CPS", and the business entity or professional accepting these Terms (the "Customer", "you").
By creating an account, accessing or using the Service, you accept these Terms on behalf of the entity you represent and warrant that you have authority to bind that entity.
1. Definitions
1.1 "Service" means the PeopleWare CPS software-as-a-service platform made available at https://pw-cps.com, including the configuration and pricing engine, the backoffice, the API, the Plugins, the AI Features and any related documentation.
1.2 "Plugins" means the e-commerce integration software components made available by GeniusDiagram for Magento / Mage-OS, Shopify, WooCommerce, PrestaShop and FluentCart, governed by the End User License Agreement ("EULA").
1.3 "Schema" means the product configuration and pricing rules created by or for the Customer using the Service's domain-specific language (DSL) or editor tools.
1.4 "Customer Content" means Schemas, product data, configuration data, order references and any other data submitted to the Service by or on behalf of the Customer.
1.5 "AI Features" means the AI Schema Assistant and the AI Marketplace (MCP interface), as described in Section 10.
1.6 "Plan" means a subscription plan (Starter, Pro or Enterprise) with the features, quotas and prices published by GeniusDiagram from time to time.
1.7 "DPA" means the Data Processing Agreement available at https://pw-cps.com/dpa, incorporated into these Terms by reference.
1.8 "Privacy Policy" means the privacy policy available at https://pw-cps.com/privacy.
1.9 "SLA" means the Service Level Agreement available at https://pw-cps.com/sla, applicable only to Enterprise Plan customers.
2. The Service
2.1 GeniusDiagram grants the Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term, for the Customer's internal business purposes and in accordance with these Terms and the applicable Plan.
2.2 The Service is licensed, not sold. No rights are granted other than those expressly set out in these Terms.
2.3 The Service enables the Customer to define configurable products through Schemas, compute prices in real time, and integrate with the Customer's e-commerce stores via the Plugins. Use of the Plugins is additionally subject to the EULA.
3. Accounts and Eligibility — B2B Only
3.1 The Service is offered exclusively to businesses and professionals acting in the course of their trade, business, craft or profession. The Service is not offered to consumers.
3.2 By accepting these Terms, the Customer represents and warrants that it is not a consumer and that it uses the Service exclusively for professional or business purposes. Consumer protection rules applicable to consumer contracts do not apply.
3.3 The Customer is responsible for: (a) the accuracy of its account information; (b) the confidentiality of its credentials and API keys; and (c) all activity occurring under its account and tenant, including the actions of its team members and any agencies or integrators acting on its behalf.
4. Plans, Quotas and Trials
4.1 The Service is offered under the Starter (free), Pro and Enterprise Plans. Each Plan includes quotas, including limits on the number of products, connected stores, team members, API rate limits and AI usage. Current Plan features and prices are published at [PENDING: published prices / pricing page URL].
4.2 GeniusDiagram may offer free trials of paid Plans. Trials are provided "as is", may be modified or terminated at any time, and convert or expire at the end of the trial period as indicated at sign-up.
4.3 If the Customer exceeds a Plan quota, GeniusDiagram may, at its option, restrict the relevant functionality, require an upgrade, or apply the measures described in the applicable Plan terms.
4.4 Usage of AI Features counts towards the quotas of the Customer's Plan.
5. Fees and Payment
5.1 Fees for paid Plans are those published or agreed in writing at the time of subscription. All fees are exclusive of VAT and other applicable taxes, which are payable by the Customer.
5.2 Beta period billing. During the beta / early access period, fees are invoiced manually by GeniusDiagram. Invoices are payable within [PENDING: payment term, e.g. 15/30 days] of issue. [LAWYER: confirm statutory late-payment interest reference under Portuguese law (DL 62/2013)].
5.3 Price changes. GeniusDiagram may change Plan prices with a minimum of 30 days' prior notice. Price changes take effect at the start of the next billing period following the notice period. If the Customer does not accept the change, it may terminate the affected subscription effective on the date the change takes effect.
5.4 Early Adopter price freeze. Customers designated as early adopters retain their initial subscription price, frozen from the start of their initial subscription until the first general price change, provided the Customer makes effective, ongoing use of the Service during that period. [PENDING: definition/threshold of "effective use" — business decision pending].
5.5 Non-payment. If any invoice remains unpaid 15 days after its due date, GeniusDiagram may suspend the Customer's access to the Service. If the invoice remains unpaid 60 days after its due date, GeniusDiagram may terminate the subscription and delete the Customer's data in accordance with Section 14 and the DPA.
6. Acceptable Use
6.1 The Customer shall not, and shall not permit any third party to: (a) use the Service in violation of applicable law or third-party rights; (b) attempt to gain unauthorised access to the Service, other tenants' data, or underlying infrastructure; (c) probe, scan or test the vulnerability of the Service without prior written authorisation; (d) interfere with or disrupt the integrity or performance of the Service, including by circumventing rate limits or quotas; (e) reverse engineer, decompile or disassemble the Service, except to the extent such restriction is prohibited by mandatory law; (f) resell, sublicense or provide the Service to third parties as a service bureau, except as expressly permitted (e.g., agencies acting for an end client with its own subscription, per the EULA); (g) use the Service to store or transmit malicious code; or (h) use the AI Features to generate unlawful content or to attempt to extract or misuse the underlying AI models.
6.2 GeniusDiagram may suspend access immediately where reasonably necessary to address a breach of this Section 6 or a security risk, giving notice where practicable.
7. Customer Content and Intellectual Property
7.1 Customer owns its Schemas and Customer Content. As between the parties, the Customer retains all rights, title and interest in and to the Schemas and other Customer Content. GeniusDiagram acquires no ownership in Customer Content.
7.2 The Customer grants GeniusDiagram a non-exclusive, worldwide, royalty-free licence to host, process, transmit and display Customer Content solely as necessary to provide, secure, maintain and improve the Service and to comply with law.
7.3 GeniusDiagram and its licensors retain all rights, title and interest in and to the Service, the Plugins, the DSL, the documentation and all related intellectual property. The Service is licensed, not sold.
7.4 The Customer may provide feedback or suggestions; GeniusDiagram may use such feedback without restriction or obligation.
7.5 The Customer is solely responsible for ensuring that Customer Content, and its use through the Service (including exposure via the AI Marketplace), does not infringe third-party rights or applicable law.
8. Pricing Accuracy and Engine Responsibility
8.1 Customer responsibility for Schemas. The Customer is solely and exclusively responsible for the Schemas and pricing rules it creates, imports or configures, including their commercial correctness, completeness, legality, and the prices they produce. GeniusDiagram does not review, validate or warrant the commercial outcome of any Schema.
8.2 GeniusDiagram responsibility for engine execution. GeniusDiagram is responsible only for the faithful execution of the Customer's Schema by the pricing engine in accordance with the documented behaviour of the DSL.
8.3 Exclusive remedy for engine defects. In the event of a proven defect of the pricing engine (i.e., the engine producing a result that deviates from the documented behaviour of the DSL for a valid Schema), the Customer's sole and exclusive remedy shall be service credits, assessed by GeniusDiagram on a case-by-case basis in good faith. Under no circumstances shall GeniusDiagram be liable for the value of sales transacted, lost margin, lost profits, lost revenue or any other commercial loss arising from prices computed, displayed or charged through the Service.
8.4 The Customer is responsible for testing Schemas (including using the simulator and sandbox tools provided) before deploying them to production stores.
9. Confidentiality
9.1 Each party shall keep confidential all non-public information disclosed by the other party in connection with these Terms ("Confidential Information"), use it only to perform under these Terms, and protect it with at least reasonable care.
9.2 Confidential Information excludes information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or is lawfully received from a third party without restriction.
9.3 A party may disclose Confidential Information where required by law or competent authority, giving prior notice to the other party where legally permitted.
9.4 Confidentiality obligations survive termination for [PENDING: survival period, e.g. 3/5 years; LAWYER: recommend standard].
10. AI Features
10.1 AI Schema Assistant. The Service includes an AI assistant (powered by Anthropic) that can help draft and modify Schemas. AI-generated output is provided without warranties of any kind: it may be incomplete, incorrect or unsuitable. The Customer must review and validate all AI-generated output with a qualified human before relying on it or deploying it to production. AI output forms part of the Customer's Schemas and falls under Section 8.1.
10.2 AI Marketplace (MCP). The AI Marketplace allows third-party AI assistants and agents to query the Customer's product catalogues and prices via the Model Context Protocol, according to the Customer's own configuration. The Customer controls what is exposed and is solely responsible for the data, catalogues and prices it chooses to make available through the AI Marketplace.
10.3 AI Feature usage counts towards the Customer's Plan quotas (Section 4.4).
10.4 Personal data processed via AI Features is handled as described in the Privacy Policy and DPA, including transfers to Anthropic PBC (USA) under the EU-US Data Privacy Framework and/or Standard Contractual Clauses.
11. Data Protection
11.1 Each party shall comply with applicable data protection law, including the GDPR.
11.2 Where GeniusDiagram processes personal data on behalf of the Customer in providing the Service, the DPA applies and is incorporated into these Terms. GeniusDiagram's processing of personal data of the Customer's own users and contacts as a controller is described in the Privacy Policy.
11.3 The Plugins are designed not to transmit end-customer personal data to the Service; the data transmitted is described in Annex I of the DPA.
12. Warranties and Disclaimers; Beta
12.1 Each party warrants that it has the right and authority to enter into these Terms.
12.2 Beta / Early Adopter disclaimer. During the beta / early access period, the Service is provided strictly "as is" and "as available", without any warranty of availability, performance or fitness for a particular purpose. No SLA applies during the beta period unless expressly agreed in writing.
12.3 Except as expressly stated in these Terms (and, for Enterprise customers, the SLA), the Service is provided "as is", and GeniusDiagram disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement, to the maximum extent permitted by law.
12.4 GeniusDiagram does not warrant that the Service will be uninterrupted or error-free, or that AI Features will produce accurate or reliable output.
13. Limitation of Liability
13.1 Cap. To the maximum extent permitted by law, the aggregate liability of GeniusDiagram arising out of or in connection with these Terms, the Service and the Plugins shall not exceed the total fees paid by the Customer in the 12 months preceding the event giving rise to the claim.
13.2 Exclusions. To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, special, consequential or punitive damages, loss of profits, loss of revenue, loss of business or anticipated savings, loss of goodwill, or loss or corruption of data beyond GeniusDiagram's backup commitment (30-day backup retention as described in the Privacy Policy and DPA).
13.3 Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for wilful misconduct (dolo) or gross negligence to the extent mandatory under Portuguese law. [LAWYER: confirm carve-outs required under Portuguese Civil Code art. 809 et seq.]
13.4 Pricing-related claims are exclusively governed by Section 8 (service credits as sole remedy for engine defects).
14. Suspension, Termination and Data Export
14.1 Term. Subscriptions run for the period selected at purchase and renew in accordance with the applicable Plan terms [PENDING: renewal mechanics — monthly/annual auto-renewal terms].
14.2 Termination for convenience. [PENDING: notice period for customer termination, e.g. effective at end of current billing period].
14.3 Termination for cause. Either party may terminate if the other party materially breaches these Terms and fails to cure within 30 days of written notice (or immediately for breaches incapable of cure).
14.4 Suspension and deletion for non-payment. As per Section 5.5: suspension 15 days after an unpaid due date; data deletion 60 days after.
14.5 Data export. Until the end of its regular access (i.e., the end of the subscription term or the start of suspension), the Customer may export its Schemas and data using the export functionality of the Service. After regular access ends, GeniusDiagram has no obligation to retain Customer data beyond the deletion deadlines above; later recovery requests, if technically feasible and made within a reasonable time, may be performed at GeniusDiagram's discretion and may be subject to charges assessed case-by-case.
14.6 Sections that by their nature should survive (including 7, 8, 9, 12, 13, 15, 17) survive termination.
15. Changes to the Service and to these Terms
15.1 GeniusDiagram may modify the Service, provided modifications do not materially degrade the core functionality of the Customer's Plan during a paid subscription period.
15.2 GeniusDiagram may update these Terms by giving notice (email or in-app) at least 30 days before material changes take effect. Continued use after the effective date constitutes acceptance. If the Customer does not accept a material adverse change, it may terminate effective on the change's effective date.
16. General
16.1 Assignment. The Customer may not assign these Terms without GeniusDiagram's prior written consent; GeniusDiagram may assign to an affiliate or in connection with a merger, acquisition or sale of assets.
16.2 Force majeure. Neither party is liable for failure to perform due to events beyond its reasonable control.
16.3 Entire agreement. These Terms, together with the DPA, the EULA, the Privacy Policy, the Cookie Policy and (for Enterprise customers) the SLA, constitute the entire agreement regarding the Service.
16.4 Severability; waiver. Invalid provisions shall be replaced by valid ones reflecting the parties' intent; failure to enforce is not a waiver.
16.5 Notices. Notices to GeniusDiagram: [PENDING: legal notices email address]. Notices to the Customer: the account email address on file.
17. Governing Law and Jurisdiction
17.1 These Terms are governed by the laws of Portugal, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.
17.2 The courts of the judicial district (comarca) of Lisbon, Portugal have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, without prejudice to mandatory rules of jurisdiction.