Terms of Service

These Terms of Service (“Terms”) govern access to and use of APROS, a business operating system provided by ТОВ «АПРИКОД» (APRICODE LLC; “Apricode”, “we”, “us”). Please read them before you buy a plan or use APROS.

Who we are

• Full legal name: ТОВАРИСТВО З ОБМЕЖЕНОЮ ВІДПОВІДАЛЬНІСТЮ «АПРИКОД» (LIMITED LIABILITY COMPANY APRICODE); short name ТОВ «АПРИКОД» (APRICODE LLC)
• EDRPOU code: 41644485
• Registered address: 9 Rustaveli St., Kharkiv 61001, Ukraine
• Email: hello@apri-code.com
• Website: https://apros.app

Providing APROS does not require a licence in Ukraine. Apricode is not registered as a VAT payer.

These Terms as a public offer

• For paid plans, these Terms are a public offer to conclude a contract for APROS services with any business that accepts them (Articles 641 and 642 of the Civil Code of Ukraine and Article 11 of the Law of Ukraine “On Electronic Commerce”).
• Buying a plan. Buying plans online through our website is not open yet; until it opens, you can join the waitlist on apros.app. In the meantime, we onboard customers directly: we agree the plan with you and send you an invoice. When online purchase opens, you will be able to buy a plan at our online checkout.
• Paying is acceptance. By paying our invoice, or paying for a plan at our online checkout once it is open, you accept these Terms in full and without conditions. The contract is concluded in electronic form at the moment your payment is received.
• These Terms are available at any time at https://apros.app/terms. Please read them before you pay.
• The contract consists of these Terms together with the documents they refer to: the Privacy Policy, the Acceptable Use Policy, the Data Processing Addendum and the Refund and Cancellation Policy.
• If you use APROS as a member of a customer’s workspace (for example, as an employee the customer invited), the customer’s contract with us governs your access, and you must follow the Acceptable Use Policy.

Definitions

• Customer, you: the company or entrepreneur that buys a plan and accepts these Terms.
• Workspace: the Customer’s own APROS environment at <company>.apros.app, with its own application instance and database.
• Users: the people the Customer gives access to its workspace.
• Customer Data: the data the Customer, its Users, and the services the Customer connects put into the workspace.
• Plan, subscription: the paid plan the Customer chooses and the period it pays for.
• Third-party services: services APROS connects to that are not ours, such as Facebook Messenger, Instagram, WhatsApp, Gmail, Google Calendar, Telegram, Viber, banks and payment providers.
• AI features: features of APROS that use artificial intelligence, including AI Brain, AI agents, smart replies, summaries, translation, transcription and the call coach.

Who may use APROS

• APROS is a service for businesses. By accepting these Terms, you confirm that you act for a company or as a registered entrepreneur, for business purposes, and that you have the authority to bind the business.
• Users must be at least 18 years old.
• You may not use APROS if the law forbids you to receive it, including under sanctions laws that apply to us or to you.

Your workspace and account

• When you buy a plan, you choose your workspace address and give us the details of the workspace’s first administrator (the “account owner”). We create the workspace and the account owner’s account within one working day of receiving your payment.
• The account owner and the administrators they appoint manage Users, roles and settings. You are responsible for everything done in your workspace by your Users and by the AI agents you set up.
• Keep passwords and API keys secret. Tell us at once at hello@apri-code.com if you believe your workspace has been accessed without permission.
• We send service and billing messages to the account owner’s email address. Keep it up to date.

Plans and prices

These are our plans on the date shown at the top of these Terms. Prices are set in US dollars; you pay the amount in hryvnia shown on your invoice or at the online checkout (see Payment).

• If this table differs from the invoice you pay, or from the online checkout at the moment you pay there, the invoice or checkout applies.
• The modules available in your workspace are those included in your plan. AI Brain and knowledge search are part of every plan.
• AI features in each workspace have a spending limit. When the limit is reached, AI features stop working until the limit is restored. The rest of APROS keeps working.

Payment

• You pay in advance for each billing period, in Ukrainian hryvnia (UAH).
• By invoice: the invoice states the amount in hryvnia and how to pay it.
• At the online checkout, once it is open: you pay by card through monobank (JSC Universal Bank) internet acquiring. The checkout shows the amount in hryvnia before you pay, and monobank’s payment page shows the amount that will be charged to your card.
• Apricode is not registered as a VAT payer, so no VAT is added to our prices. If the law of your country requires you to account for a tax yourself (for example, VAT under the reverse-charge mechanism), you are responsible for it.
• Your bank may charge its own fees, for example for currency conversion. These are between you and your bank.
• When you pay by card, we do not receive your full card details. You enter them on monobank’s payment page.
• On request, we provide an invoice or a certificate of services provided (акт) for each paid period.

Billing period and renewal

• A billing period is one month or one year, starting on the day your payment is received.
• Your subscription continues for the next period of the same length when that period is paid. Before your current period ends, we send the account owner the amount for the next period and an invoice or payment link.
• If you do not want to continue, cancel (see Cancellation and refunds); we then send no further invoices or payment links.
• If the next period is not paid within 7 days after the current one ends, we may suspend the workspace until it is paid. Suspension does not delete your data. What happens to it if you do not renew is described in Your data.

Price changes

We may change our prices. We tell the account owner at least 30 days before a new price applies to you, and it applies only from your next billing period. If you do not accept it, you can cancel before that period starts.

Cancellation and refunds

You can cancel at any time. Cancellation takes effect at the end of the period you have paid for. The Refund and Cancellation Policy explains how to cancel and when we refund payments. It is part of these Terms.

Your data

• You own Customer Data. You give us the right to host, copy, process, transmit and display it only as needed to provide, secure and support APROS for you, as described in the Data Processing Addendum.
• We do not sell Customer Data, use it for advertising, or use it to train AI models.
• We use the aggregate size of your workspace (for example, the number of users and the storage used) to apply your plan’s limits and to bill you.
• The Privacy Policy explains how we handle personal data, and the Data Processing Addendum sets out our duties as your processor.
• Keep your own copies. We take care of your data, but APROS is not a backup service. Keep copies of data that is critical to you, using the export features and the API.
• Taking your data out. You can export data with APROS’s export features and REST API. If you need a copy of your whole workspace, ask us and we will provide one in a common machine-readable format.
• After the end. When your subscription ends, we keep your workspace for 90 days after the end of your last paid period, so that you can renew or ask for a copy. At least 30 days before those 90 days run out, we email the account owner. When they run out, we close your account and delete the workspace and its data within 30 days. You can also ask us to delete it sooner; we do so within 30 days of a verified request.

AI features

• AI can be wrong. AI output may be inaccurate, incomplete or inappropriate. Check it before you rely on it, especially for decisions about people, money, contracts or the law.
• You decide what AI may do. Each APROS AI agent has an autonomy level and its own tools. At the autonomous level, an agent can take actions, including sending messages and email, without asking a person first; deletions by APROS AI agents always need approval. AI clients that you connect to APROS over MCP act with the permissions you grant them, which can include deleting data. An AI agent attached to a messaging channel replies to your customers automatically in its default mode. You choose whether to use these features and how to set them up, and you are responsible for the messages and actions they produce in your workspace.
• Tell people when they talk to AI. Where the law or a messaging platform’s rules require it, you must tell people that they are communicating with an automated service. The Acceptable Use Policy sets out these rules.
• Some AI features are on by default. In a workspace with the AI module switched on, smart reply suggestions appear when your staff open a customer conversation; each staff member can switch them off in the chat toolbar. New workspaces start with call recording, the AI call coach and automatic post-call AI analysis switched on, and delete call recordings after 90 days; administrators can switch call recording and the coach off and change the retention period in the call settings.
• AI providers. AI features are provided with the help of the AI providers listed on our Sub-processors page, which process data under their own terms. The Privacy Policy explains what they receive.

Acceptable use

You and your Users must follow the Acceptable Use Policy. It includes the rules for messaging channels, email, calls and AI.

Third-party services

• APROS lets you connect third-party services. When you do, you authorise us to access them on your behalf, as far as needed for the features you use.
• Your use of a third-party service is governed by that service’s own terms and policies, for example Meta’s terms and its Messenger, Instagram and WhatsApp Business policies, and Google’s terms. You are responsible for following them.
• Third-party services can change, limit or end their APIs, prices or terms, or suspend your account with them. When that happens, the related APROS features may stop working or change. We are not responsible for third-party services or for their availability.
• Integrations listed on our website or in APROS depend on the service itself and on your configuration. Some may be in preparation and not yet available.

Availability, support and changes

• We work to keep APROS available and to fix faults promptly, but we do not promise a particular availability level and do not offer a service level agreement.
• We may need to interrupt APROS for maintenance or updates. We try to do this at times of low use and, where we can, give notice of planned interruptions.
• We provide support by email at hello@apri-code.com on working days. On the Enterprise plan, your requests are handled first.
• We develop APROS continuously and may add, change or remove features. We will not materially reduce the core functions of your plan during a period you have already paid for, except where a third-party service or the law requires it.

Suspension

We may suspend all or part of your access, with notice where it is reasonable to give it, if:

• a payment is overdue (see Billing period and renewal);
• you or your Users seriously or repeatedly break these Terms or the Acceptable Use Policy;
• your use creates a security risk for APROS or for other customers;
• a third-party service, such as Meta or Google, requires us to stop your use of its platform through APROS;
• a law or a public authority requires it.

We lift a suspension once its reason has been dealt with.

Termination

• You may end your subscription at any time by cancelling it (see Cancellation and refunds).
• We may end the contract if you materially break these Terms and do not fix the breach within 14 days of our notice, or at once in case of illegal use or a serious breach of the Acceptable Use Policy.
• If we decide to stop offering APROS, we give at least 60 days’ notice and refund the unused part of any period you have paid for.
• What happens to your data after the end is described in Your data and in the Data Processing Addendum.

Intellectual property

• APROS, its software, design and documentation belong to Apricode or its licensors. During your subscription, we give you a non-exclusive, non-transferable right to use APROS for your business under these Terms.
• You may not copy, resell or sublicense APROS, or reverse-engineer it except where the law allows.
• If you send us ideas or feedback, we may use them to improve APROS without any obligation to you.

Confidentiality

Each party keeps the other party’s non-public business information confidential and uses it only for the purposes of this contract. This does not apply to information that is public, already known to the receiving party, or must be disclosed by law.

Warranties

We provide APROS with reasonable skill and care. Apart from that, and to the extent the law allows, APROS is provided “as is” and “as available”, without other warranties, express or implied.

Liability

• Neither party is liable for indirect or consequential losses, such as lost profits, lost revenue or lost business opportunities.
• Our total liability under this contract for all claims together is limited to the amounts you paid us for APROS in the 12 months before the event that gave rise to the claim.
• These limits do not apply where the law does not allow liability to be limited, including for harm caused intentionally.

Your responsibility for your use

You are responsible for claims by third parties that arise from Customer Data, from messages, email or calls sent or made through your workspace (including by your AI agents), or from your breach of the Acceptable Use Policy or of the law. You will compensate us for reasonable losses and costs we suffer because of such claims.

Force majeure

Neither party is liable for a failure caused by events beyond its reasonable control, including war and martial law, attacks on infrastructure, power or network outages, actions of public authorities, or failures of third-party services. The affected party tells the other as soon as it can and resumes performance when the event ends.

Governing law and disputes

• These Terms and the contract are governed by the law of Ukraine.
• We will first try to resolve any dispute through negotiation. If it is not resolved within 30 days of written notice, it will be decided by the competent court of Ukraine at Apricode’s location in Kharkiv, unless mandatory law requires otherwise.

Changes to these Terms

• We may update these Terms. The current version is always on this page, with its date at the top.
• If a change is material, we tell the account owner by email at least 14 days before it takes effect. If you do not agree, you can cancel; the previous version continues to apply to you until the end of your current paid period.

General

• Notices. We send notices to the account owner’s email address. You send notices to hello@apri-code.com.
• Assignment. You may not transfer this contract without our written consent. We may transfer it to a company that takes over APROS, with notice to you.
• Severability. If a provision is invalid, the rest of these Terms stays in force.
• No waiver. Not enforcing a right at once does not waive it.
• Entire agreement. These Terms and the documents they refer to are the whole agreement between you and us about APROS, unless we sign a separate agreement with you.

Language versions

This document is published in Ukrainian and English, and both versions have the same content. If they differ, the Ukrainian version prevails. This does not limit any right you have under the law that applies to you.

Contact

ТОВ «АПРИКОД» (APRICODE LLC), EDRPOU code 41644485, 9 Rustaveli St., Kharkiv 61001, Ukraine. Email: hello@apri-code.com.