Terms of Service

1. Parties

These Terms of Service ("Terms") are a contract between you, the entity subscribing to the Service ("Customer", "you"), and Cadenza UG, Steinenbronner Straße 12, 70597 Stuttgart, Germany ("Cadenza", "we", "us"). By creating an account, signing an order form, or otherwise using the Service, you accept these Terms.

2. Definitions

• Service. The Cadenza software-as-a-service product available at app.cadenza-alm.com, including any on-premise or VPC variant supplied to Customer.
• ALM. Customer's third-party Application Lifecycle Management system (Polarion, Codebeamer, Jama, DOORS Next or similar) that Cadenza connects to.
• Customer Content. Requirements, test cases, work-item metadata and related artefacts that the Service reads from or writes to Customer's ALM.
• BYOK. "Bring Your Own Key" — Customer's own Azure OpenAI API key used to power AI features on Entry and Pro tiers.
• User. A natural person authorised by Customer to access the Service under a paid seat.

3. The Service

Cadenza is an AI-augmented productivity layer for ALM systems. The Service:

• Connects to Customer's ALM via that ALM's public REST API using credentials Customer supplies.
• Performs operations such as requirement extraction, test case generation, ASPICE gap detection, traceability analysis, and NPLF scoring.
• Writes results back to Customer's ALM through the same API surface, with human approval where applicable.
• Does not store Customer Content as a system of record. The canonical store is Customer's ALM.

We may update, modify or improve the Service from time to time. Material removals of advertised functionality will be announced at least 60 days in advance.

4. Subscription and pricing

4.1 Tiers and fees

Subscriptions are sold per-User, per-month, in the tiers published at cadenza-alm.com/pricing.html:

• Entry — €300 / User / month
• Pro — €500 / User / month
• Enterprise — custom pricing, governed by a separately signed order form.

Prices are exclusive of VAT and other applicable taxes. Currency: euros.

4.2 Billing

Entry and Pro are billed monthly in advance via invoice or card. Net 14 unless otherwise agreed. Late payment may result in suspension after a 14-day grace period and one written notice.

4.3 Adding seats

Customer may add Users at any time; new seats are prorated to the current billing period. Removing a seat takes effect at the end of the current billing period.

4.4 Trial

Cadenza may offer a 30-day full-access trial. Trials are non-binding and may be terminated by either party with no notice. We do not require a credit card to start a trial.

4.5 Price changes

We may revise published prices for new subscription terms with 60 days' notice. Existing subscriptions are not affected during their current term.

5. Customer responsibilities

Customer agrees to:

• Provide accurate registration and billing information.
• Keep User credentials confidential and notify us promptly of any unauthorised access.
• Ensure that ALM credentials supplied to Cadenza are valid and that Customer has the right to use them.
• On Entry and Pro tiers: maintain a valid Azure OpenAI key (BYOK) and bear all costs charged by Microsoft for that usage. Cadenza is not responsible for Microsoft's pricing, availability, content policies, or rate limits.
• Not use the Service to process personal data beyond the categories disclosed in the Privacy Policy, unless we have signed a Data Processing Agreement covering that processing.

6. Acceptable use

Customer may not, and may not permit any User to:

• Reverse-engineer, decompile, or attempt to derive the source code of the Service, except as expressly permitted by mandatory law.
• Use the Service to develop a competing product.
• Bypass usage limits, rate limits, or AI safety guardrails.
• Upload malicious content, infringing content, or content that violates third-party rights.
• Use the Service in safety-critical real-time control loops (e.g. ECU runtime decisions). Cadenza is a productivity tool for engineering workflows — not a certified safety component.

We may suspend Users or the entire account for material breach, with prior notice except where the breach causes imminent harm.

7. Intellectual property

Cadenza retains all right, title, and interest in the Service, including all software, models, prompts, UI, documentation and trademarks. Customer retains all right, title, and interest in Customer Content. Customer grants Cadenza a non-exclusive, worldwide licence to process Customer Content solely for the purpose of providing the Service.

Where Customer provides feedback or suggestions, Cadenza may use that feedback to improve the Service without restriction or compensation.

8. AI output

The Service uses large language models (Customer-managed on Entry / Pro, optionally Cadenza-managed on Enterprise) to generate suggestions such as requirements, test cases, ASPICE findings and search results. AI output:

• Is intended as a productivity aid, not as the final engineering artefact.
• Must be reviewed by a qualified engineer before being committed to an ALM, released to a customer, or used in any safety-critical context.
• Carries no warranty of correctness, completeness, or fitness for a particular purpose.

9. Confidentiality

Each party will treat the other's non-public business and technical information as confidential and use it only to perform under these Terms. Confidentiality obligations survive termination for three years, except for trade secrets, which survive indefinitely.

10. Data protection

The processing of personal data by Cadenza is described in the Privacy Policy. For SaaS deployments, a separate Art. 28 GDPR Data Processing Agreement is available on request and is required where Customer Content includes personal data of Customer's employees, suppliers, or end users.

11. Service level and support

• Entry: business-hours email support, next-business-day response target.
• Pro: priority email support, 4-business-hour response target.
• Enterprise: dedicated customer success manager, custom SLA per the order form.

We target 99.5% monthly availability for the SaaS deployment, measured excluding scheduled maintenance announced at least 48 hours in advance and excluding third-party outages (Hetzner, Microsoft Azure, Customer's ALM).

12. Warranties and disclaimer

We warrant that the Service will materially conform to the documentation. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" AND CADENZA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW.

13. Limitation of liability

To the maximum extent permitted by applicable law:

• Each party's aggregate liability under these Terms is limited to the fees paid by Customer to Cadenza in the 12 months preceding the event giving rise to the claim.
• Neither party is liable for indirect, consequential, incidental, or special damages, lost profits, or lost data.
• The above limitations do not apply to: (a) liability for intent or gross negligence; (b) personal injury or death caused by negligence; (c) liability under the German Product Liability Act (ProdHaftG); (d) breach of confidentiality; or (e) infringement of the other party's intellectual property.

14. Term and termination

• Monthly subscriptions auto-renew until cancelled. Either party may cancel for any reason, effective at the end of the current billing period.
• Annual and Enterprise subscriptions follow the term in the applicable order form.
• Either party may terminate immediately for material breach not cured within 30 days of written notice, or for the other party's insolvency.
• On termination, Customer's access ends, Customer Content is purged from Cadenza systems within 30 days, and outstanding fees become immediately due.

15. Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, war, civil unrest, governmental action, large-scale internet or upstream cloud outages, or labour disputes.

16. Governing law and venue

These Terms are governed by the laws of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). The exclusive venue for disputes is Stuttgart, Germany, to the extent permitted by mandatory law.

17. Miscellaneous

• Severability. If any provision is held unenforceable, the remaining provisions remain in force, and the parties will substitute an enforceable provision that approximates the original intent.
• Assignment. Neither party may assign these Terms without written consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
• Notices. Notices to Cadenza go to contact@cadenza-alm.com. Notices to Customer go to the email on file.
• Entire agreement. These Terms, the Privacy Policy, and any signed order form constitute the entire agreement and supersede all prior agreements on the same subject matter.
• Amendments. We may revise these Terms with 30 days' notice to active customers. Continued use after the effective date constitutes acceptance.

18. Contact

Questions about these Terms: contact@cadenza-alm.com.