Reqursor Development Terms of Service

1. Who we are and who these terms are for

These terms are an agreement between you and Reqursor Technologies ("Reqursor", "we", "us"), a company based in Rotterdam, The Netherlands. Our Chamber of Commerce (KvK) number is 42184274.

"You" means the business that starts a trial, buys a license or otherwise uses Reqursor Development. The person who accepts these terms for it confirms that they have the authority to do so. By starting a trial, activating or buying a license, or installing and using Reqursor Development, you confirm that you act for a business and that you have the authority to accept these terms for it. Reqursor Development is not offered to consumers.

These terms cover Reqursor Development, the self-hosted AI development agent, Reqursor Credits and the license portal at license.reqursor.com. They do not cover Reqursor Platform, which has its own Terms of Service.

2. The documents that apply

The following documents together make up the agreement between you and us:

• these terms
• the Refund, Cancellation and Credits Policy
• the Data Processing Agreement and the sub-processor list, where they apply
• the Acceptable Use Policy
• the AI Usage Policy
• your order, which names your plan, term and fees, and any special terms we agreed with you in writing

If you and we sign a separate Software License Agreement, its terms come first where they conflict with these terms. Otherwise your order comes first, then these terms, then the other documents in the list above. The Data Processing Agreement prevails over every other document in this list, including a Software License Agreement and your order, on the processing of personal data on your behalf. The Privacy Policy explains how we handle personal data and does not change these terms. Your own purchasing or general terms do not apply, even if you refer to them in a purchase order.

3. The software and your license

Subject to these terms and to payment of the fees, we grant you a non-exclusive, non-transferable, non-sublicensable license, for the term of your plan, to install and use Reqursor Development on one installation (an "instance") for your own internal business operations, within the limits of your plan.

Reqursor Development is licensed, not sold, and is delivered as compiled software. We keep all rights in the software and its documentation. You may make the copies needed to install the software and to make backups of your instance.

Your plan sets the number of developer seats, the number of projects and the features you can use. Updates, support and new releases are available while your license is valid and until the update date stated in your license token. A release published after that date does not start new work on your instance.

4. Seats, roles and projects

A developer seat is for one named person with the Owner, Admin or Developer role: anyone who can write tickets or control runs. You may not share logins, passwords or API tokens between people. You may reassign a seat when a person leaves your business or permanently changes role, but not to rotate one seat among several people.

Viewers have read-only access and do not take a seat. Deactivated users, the agent and API tokens do not count as seats. A project is one connected git repository. Archiving a project frees its place in your project limit, and its history stays readable.

Where your plan sells them, you can add extra seats and projects during your term at the prices of your plan. Additions are prorated to the end of the current billing period. Reductions take effect at the next renewal, and we refuse them while you use more seats or projects than the reduced total allows.

5. The 14-day trial

A trial runs for 14 days from the moment you confirm your work email. It is free and needs no payment card. It includes the integrations of the Team plan, limited to 3 seats and 3 projects. We allow one trial per installation and per verified company email domain, and we may refuse a trial where there are signs of abuse.

No AI usage is included. You connect your own model provider account and pay that provider directly. The software applies default spending caps to the projects of a trial: 5 per ticket and 25 per day, in US dollars or the equivalent in euro. When the trial ends without a purchase, your installation becomes read-only: it starts no new work, and you keep access to your history, exports and backups. We provide the trial as is, without a support target and without the warranty in section 17.

6. Plans, fees and payment

The fees for each plan, seat and project are on the pricing page and in your order. Prices are in euros and exclude VAT. Annual plans are invoiced in advance for the year and monthly plans monthly in advance. Payments run through Stripe, and you manage invoices, payment methods and cancellation in the Stripe customer portal. We never receive your card details.

Taxes. We calculate VAT (BTW) from your billing details. Customers in the Netherlands pay 21% Dutch VAT. Business customers in another EU member state with a valid VAT number are invoiced without VAT under the reverse charge. Other customers are invoiced as the VAT rules require. You are responsible for any other taxes on your side, and you must give us accurate billing details, including your business name and VAT number.

Payment terms. Subscriptions are charged through Stripe when they are due. An invoice we send you directly is payable within the term stated on it, which is 30 days unless your order says otherwise. If you pay late, we may charge the statutory commercial interest and the reasonable costs of collection under Dutch law.

Renewal. A subscription renews automatically for the same period until you cancel it.

Plan changes. Upgrades and extra seats or projects take effect at once and are charged pro rata for the rest of the billing period. Downgrades and removed extras take effect at the next renewal, without a refund for the period already paid.

Price changes. We may change our list prices from a renewal, and we will tell you in writing at least 30 days before that renewal. Any price lock in your order stays in force for the period it states.

Onboarding fee. If your order includes a one-time onboarding fee, the Refund, Cancellation and Credits Policy says when it is refundable. Where your order says the fee is credited against your first annual invoice, we credit it as stated.

Special offers. Offers such as founding-customer terms apply only where your order says so, on the conditions stated in it.

7. Reqursor Credits

Reqursor Credits let you pay us for AI model usage, instead of connecting a model provider account of your own. Credits are available to paid licenses that are billed online. They are not part of the trial unless we grant promotional credits for it, and an installation that runs on an offline license file cannot use them. Using your own model provider account stays possible, and you choose which one to use for each installation.

• Included credits. Where your plan includes credits, we grant them each month, once the invoice for that period is paid. Included credits expire at the end of the period they were granted for and do not roll over.
• Top-ups. You can buy more credits as a one-off purchase in the license portal. We add them to your balance once the payment is confirmed. We never top up your balance automatically. A top-up is final: once you have bought credits, the purchase is not refundable, except for a billing error or a double charge or where mandatory law requires it. Purchased credits do not expire. If you cancel, they stay on your balance, and you can use them again when you have a paid license that can use credits.
• Order of use. The software uses included credits first, then promotional credits, those that expire soonest first, then purchased credits. Promotional credits expire on the date we state when we grant them.
• How credits are used. Each model request uses credits, depending on the model and on the amount of text it handles. The usage of a run is rounded up to a whole credit. The rates and the price of credits are shown in the product and in the license portal, and you can see your balance and usage there.
• Running out. When your balance is used up, the software pauses the tickets that depend on credits, and they continue once credits are available again. Your balance can go below zero after a late usage report, a refund, a payment dispute or a change of billing period. While it is below zero, the software starts no new work on credits, and we set the shortfall against the credits you receive or buy next. We send an email notice when your balance runs low and when a run is paused for lack of credits, normally once per period.
• Limits. You can set spending limits per ticket, day and month. We also apply protective limits, such as spending limits for your account and for the service as a whole, and limits on the number of requests, and we may pause the use of credits where we see signs of abuse or an unpaid or disputed payment.
• Models and rates. We choose which models are available through credits and may add or remove models. We may change the rates and the price of credits with at least 30 days' notice. A change never reduces the number of credits you already hold, and it does not apply to a run that has already started.
• No cash value. Credits are not money, are not interest-bearing and have no cash value. You cannot transfer them or use them outside Reqursor Development, and purchased credits are not refundable, as the Refund, Cancellation and Credits Policy says.
• Your data. When you use credits, your prompts pass through our relay on their way to the model provider. The AI Usage Policy and the Privacy Policy explain what that means for your data.

8. Cancellation and refunds

You can cancel at any time in the Stripe customer portal, through the license portal or by email to [email protected]. Cancellation takes effect at the end of the billing period you have already paid for, and your license stays usable until then. The Refund, Cancellation and Credits Policy says what we refund and when. Outside that policy, fees you have paid are not refunded, except where mandatory law requires it.

9. License checks and what happens when a license lapses

Reqursor Development checks your license before it starts work. The check uses a signed license token bound to your instance, which is renewed by a daily check with our license server at license.reqursor.com. The check contains only the license metadata listed in the Privacy Policy, never your code, tickets or prompts. The software also asks the license server about once a day for the signed list of releases your license covers, which an administrator can turn off in the settings. That request carries only the license token. Enterprise customers can use an offline license file instead, which sends nothing.

If your installation cannot reach the license server, it keeps working. It shows a warning after 7 days without a successful check, and a license token stays valid for 30 days after the last successful check. Moving your installation to new hardware does not lock it out: a changed hardware fingerprint is noted and never a reason to refuse a license.

When a license is expired, revoked, does not verify or does not cover the installed release, or the installation has been modified, the software starts no new work and adds no projects. It never deletes or changes your data, your repositories or your server. You can always read your history, export your data and take backups. We do not use remote shutdown of your server, data deletion or any other destructive measure to enforce a license.

10. Your responsibilities

You provide and run the hardware, operating system, network and backups of your installation, and you follow the documentation. You keep the installation's master key safe: without it, stored credentials cannot be recovered from a backup.

You are responsible for:

• your model provider account, if you use one, its costs and its terms
• your use of Reqursor Credits and the people who can spend them
• the credentials you enter and who you give access to
• the tickets, instructions and configuration you give the software
• keeping the software and its host updated and secured
• your choice of checks, protected branches and approval settings

Some deployments give the agent no isolation from the host, for example on Windows or in process-only mode. The documentation explains which setup gives which protection. You decide where and how to run the software, and you accept the risks of that choice.

11. AI output and your review

Reqursor Development prepares changes to your code with AI models. It commits a change only when your configured checks pass and its review finds evidence for the ticket's criteria, and you can require approval before any change is committed. The checks reduce risk, but they do not remove it.

You remain responsible for reviewing, testing, deploying and using the changes, and for how you configure the software. We do not guarantee that a change is correct, secure, complete, free of third-party rights or fit for a particular purpose. AI output can contain errors, including plausible code that is wrong. The AI Usage Policy explains how the AI is used and where your data goes.

12. Acceptable use

You and the people you give access to must follow the Acceptable Use Policy and the terms of your model provider, and must use the software in accordance with applicable law.

13. Your data and our access

The software runs on your installation, and your code, tickets, run history, audit log and encrypted secrets are stored there. Apart from what the software sends to the model provider or our relay and to the integrations you connect, as the AI Usage Policy explains, they do not leave your installation, and we have no access to them unless you send them to us, for example in a support request or a diagnostics bundle. Please read a diagnostics bundle before you send it.

Our Privacy Policy describes the personal data we process to run licenses, billing, credits and support, and the license portal. Where we process personal data on your behalf, for example in prompts that pass through our relay, we act as your processor. Our Data Processing Agreement covers this processing and applies automatically, and our sub-processor list names the providers involved. For the usage, license and billing data described in the Privacy Policy, we are the controller.

14. Intellectual property

We and our licensors keep all rights in the software, its documentation and our names and logos. Open-source components are licensed under their own terms, which are listed in the NOTICE file shipped with the software, and nothing in these terms limits the rights those terms give you.

You keep all rights in your code, tickets, configuration and other data ("your data"). We claim no rights in the code changes the software produces for you. Rights in AI-generated output are not settled everywhere, and your model provider's terms may also apply to it. We do not promise that you will hold rights in AI output or that it does not resemble third-party material.

If you send us feedback, you give us the right to use it to improve our products without payment or obligation. We do not name you as a customer or publish your feedback without your approval, unless your order says otherwise.

15. Restrictions on the software

You may not, and may not allow anyone to:

• remove, disable, bypass or patch the license checks, the license token, the daily check or the plan limits
• forge, alter or replay a license token or a license check, or send false license data
• share a license key or install the software on more instances than you license
• copy, sell, rent, lend, sublicense or distribute the software, or offer it to others as a hosted service
• use our relay or your credits in any other way than through Reqursor Development, or resell or share them
• modify the software or remove its proprietary notices
• reverse engineer, decompile or disassemble the software, except to the extent that mandatory law allows it despite this restriction

Nothing in this section limits the rights you have by mandatory law, including articles 45j to 45m of the Dutch Copyright Act (Auteurswet).

Breaking this section is a material breach, and we may suspend your license at once.

16. Support, updates and availability

We give support during your term at the level of your plan, by email to [email protected] and during Dutch business hours. The first-response targets for each plan are published on our pricing and documentation pages. They are targets, not guarantees, and they do not give rise to service credits unless an enterprise order says so. Support does not cover your own code, checks and repositories, your model provider, or your hardware, operating system and network.

Reqursor Development runs on your own infrastructure, so we do not host it and we do not give an availability guarantee for it. We run the license server and our relay with reasonable care, and the software keeps working while the license server is unreachable, as section 9 explains. Model access through credits depends on our model providers, and we do not guarantee that it is available at all times. We may develop the software further. We will not remove a material feature of your plan during your term without offering an equivalent or a pro rata refund of the prepaid fees for the rest of the term.

17. Warranty

During your paid term we warrant that the software will materially perform as the documentation describes. If it does not, we will, at our choice, correct the defect within a reasonable time or give you a workaround. If neither is possible, you may end the affected subscription and receive a pro rata refund of the prepaid fees for the rest of the term. This is your only remedy for a breach of this warranty.

The warranty does not cover defects caused by your hardware, operating system, network, model provider, repositories, checks or configuration, by use against the documentation, or by modification. Apart from this warranty, and as far as the law allows, we provide the software without any warranty, express or implied, including of merchantability or fitness for a particular purpose, and without a warranty that AI output is correct.

18. Liability

To the extent the law allows, our total liability under or in connection with these terms is limited, for all events that have the same cause or that occur in the same contract year together, to the greater of (a) the fees you paid us in the 12 months before the first of those events, including what you paid for credits, and (b) EUR 1,000. A contract year runs from the date you accepted these terms, and each following 12 months.

We are not liable for damage other than direct damage. Direct damage means only the reasonable costs of establishing the cause and extent of the damage, the reasonable costs of making our defective performance conform to the agreement, and the reasonable costs of preventing or limiting damage. In particular we are not liable for lost profit, lost savings, business interruption, damage from code changes you deployed, or damage from the acts, output or charges of a model provider or other third party. We are not liable for loss of data that you could have prevented with the backups the documentation describes.

None of this limits liability that cannot be limited by law, including liability for damage caused by our intent or deliberate recklessness (opzet of bewuste roekeloosheid) or that of our management. You must notify us of a claim in writing within a reasonable time after you become aware of the damage.

19. Confidentiality

Each of us keeps the other's confidential information confidential and uses it only to perform this agreement. The software's compiled code, its non-public documentation and your order are our confidential information. Your data is yours.

20. Suspension and termination

We may suspend your license, after written notice where practical, if an invoice stays unpaid 30 days after a reminder, or at once if you break section 15. We may also suspend it at once if you seriously break the Acceptable Use Policy and there is a serious risk to others. A suspension has the same effect as an expired license under section 9, and it ends when the cause is resolved.

Either of us may end the agreement by written notice if the other breaches it materially and does not remedy the breach within 30 days after a written notice describing it. We may end it at once if you break section 15, and, to the extent the law allows, either of us may end it if the other is declared bankrupt or granted a suspension of payments.

When the agreement ends, your license ends and the software starts no new work. Section 9 continues to apply: the software deletes nothing, and you can read and export your history. You remove the software from your servers yourself. If we end the agreement for a reason other than your breach or your insolvency, we refund the prepaid fees for the period after the end date, as the Refund, Cancellation and Credits Policy says. Sections that by their nature survive the end of the agreement, including 14, 15, 18, 19 and 22, keep applying.

21. Changes to these terms

We may update these terms for a valid reason, such as a change in the law, in the software or in our services. We will tell you about material changes by email or in the license portal at least 30 days before they take effect. If a change materially disadvantages you and you do not agree, you may end the agreement by written notice before the change takes effect, and we will refund the prepaid fees for the period after the end date. If you keep using the software after the notice period, you accept the change. A change to these terms does not change the fees, plan limits or term stated in an order that is already running, unless you agree or the law requires it. The date and revision number at the top show when these terms last changed.

22. Governing law and disputes

These terms, and any dispute arising from or in connection with them, including non-contractual obligations, are governed by Dutch law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. Any dispute is submitted exclusively to the District Court of Rotterdam (Rechtbank Rotterdam), The Netherlands.

23. General and contact

These terms are the whole agreement on their subject and replace earlier agreements and statements about it. Changes to an order must be in writing, and an electronic acceptance counts as writing. You may not assign the agreement without our written consent, and we may assign it to a successor of our business. Neither of us is liable for a failure caused by circumstances beyond its reasonable control, including outages of model providers, hosting providers, payment providers or the internet. If a provision is invalid, the rest stays in force. These terms are in English.

For legal questions and notices, contact us:

• Legal: [email protected]
• Support and billing questions: [email protected]
• Privacy: [email protected]
• Anything else: [email protected]
• Contact form: reqursor.com/contact
• Reqursor Technologies, Rotterdam, The Netherlands. KvK number: 42184274