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Terms of Service

Effective: 2026-10-12, as published at https://ergoda.com/terms/
Version: 1
Every version: ergoda.com/legal/#versions, each at its own URL.

1. Who we are

The Service is provided by Maffen Oy, a limited company registered in Finland, business ID 3633966-3, registered address Kahlojantie 18a, 21420 Lieto, Finland ("we", "us", "our"). Support, billing and refunds: support@ergoda.com. Legal notices and data protection: legal@ergoda.com.

These Terms are a contract between us and the organisation that creates an account ("you", "your"). You accept them by creating an account, issuing an API key or sending us a Governed Request. If you accept them on behalf of an organisation, you confirm that you are authorised to do so.

The Service is offered to organisations only. It is not offered to consumers, and you may not create an account as a consumer.

2. Definitions

  • Software — the source-available data plane and analyser we distribute under a separate software licence. It is not covered by these Terms except where they say so.
  • Service — the hosted control plane, dashboard, API, web tool, and anything else we operate for you.
  • Governed Request — the billing unit under §5: one request your application sends through the Software (the SDK or the proxy) for a model to answer, or one request in your own traces that the Software reads in observe mode. Each counts once, whichever model answered it and however many times the same record is read. None of the following adds a Governed Request: a check, a redo on your frontier model, a retry the Software makes, a shadow comparison, a request made by a golden-set probe run, or any other derived-metric event.
  • Derived Metrics — step identifiers, agreement scores, outcome signals, hashes, counts, latencies and costs. Not prompt or response content.
  • Customer Data — everything you send us: Derived Metrics, and any tool catalogue you submit for classification. The Service never receives prompt or response content.
  • Shadow Call — a call the Software makes to a model provider for the purpose of comparison, from your infrastructure, with a key you provide and on your instruction. The Service makes no Shadow Calls.

3. The Software and the Service are licensed separately

The Software is licensed under the licence file distributed with it. Nothing in these Terms grants you rights in the Software, and nothing in the Software licence grants you rights in the Service.

You may run the Software on your own infrastructure, against your own model provider accounts, without an account with us and without payment. These Terms do not apply to that use.

4. Accounts, API keys and sign-in

Accounts are created with an email address.

  • API keys. Your software authenticates with an API key. Anyone holding your API key can act as you, so you must keep it secret. You are responsible for everything done with your keys, including usage and fees, until you rotate or revoke them. If a key is exposed, tell us at support@ergoda.com and we will revoke and reissue it.
  • Dashboard sign-in. People sign in to the dashboard with a verified email address through our sign-in provider, WorkOS, or with an API key where that sign-in is not available. A signed-in session ends after at most 8 hours. We do not store passwords.
  • Members. A site is open to its owner and to the people the owner invites, each acting with the role the owner assigns. You are responsible for the people you invite, the roles you assign and what they do on your site, until you remove them.

We may issue, rotate and revoke keys, and end sessions, as needed to operate or secure the Service.

5. Fees, metering and payment

Price. USD 1.00 per 1,000 Governed Requests, flat at every volume, with no monthly minimum. Prices are in USD and exclude VAT and any other applicable taxes, which you pay in addition where they apply. If a tax must be withheld from a payment to us, you increase the payment so that we receive the full amount invoiced. Fees are non-refundable except as the Refund paragraph below, §19 and DPA §5 provide.

Fee cap. For each calendar month, the fee for Governed Requests in trajectories that reached a route is the lower of its amount at the price above and the greater of (a) 50% of the saving our cost holdout measured for you that month and (b) 25% of its amount at the price above. The cap applies only where that month's holdout meets the measurement conditions published at https://ergoda.com/docs/billing/; otherwise the price above applies. Any reduction is credited against your next invoice. The cap does not apply to Governed Requests outside such trajectories or to a prepaid commit.

VAT. For business customers in the EU outside Finland, the reverse charge applies where you supply a valid VAT number. Finnish customers are charged Finnish VAT. You are responsible for the accuracy of the tax information you give us.

Metering. We count Governed Requests as defined in §2. The count is append-only and visible to you in the dashboard. If you believe a count is wrong, tell us within 60 days and we will investigate and correct it; a correction is a credit against future fees.

Reporting. Governed Requests are reported to us by the SDK, the proxy or observe mode running in your own infrastructure. You will not modify, filter or configure that software, or its reporting, so that it reports fewer Governed Requests than actually pass through it. We reconcile the count against the other records your deployment sends us: a request that a gate verdict or other record refers to counts as a Governed Request whether or not it was reported as one, and the invoice shows how many were counted that way. Where the records indicate under-reporting, we may, on 10 days' written notice, ask for reasonable evidence of your actual volume (for example, your model provider's usage for the affected routes), and you will provide it. If under-reporting is confirmed, you will pay the unbilled fees for the period it covers, with late-payment interest from the date they would have been charged, and we may suspend the Service under the non-payment terms below until they are paid.

Billing. Monthly in arrears, charged to the payment method on file through our payment processor. Each month we charge the unbilled usage once it is at least USD 10.00; a smaller amount carries forward to a later month, and on termination any unbilled remainder is charged. We do not see or store your full card details.

Refund. Ask within your first 60 days of paid use and we refund what you were charged in those 60 days, for any reason or none; there is no other condition than the ones in the next paragraph. The 60 days start at your first charge: the first payment we take from your payment method, or the first invoice of ours you pay. They are calendar days in UTC and the day of the first charge is day 1, so a first charge on 1 September makes 30 October the last day to ask; the invoice preview in the dashboard shows the date. Ask at support@ergoda.com; we pay the refund to the payment method that was charged.

The refund is available once per organisation: an account opened later by the same organisation, or by a company that controls it, is controlled by it or is under common control with it, does not start a new 60 days. It does not cover an amount you have already recovered through a chargeback or payment dispute, or fees under a written agreement with its own terms, such as an annual licence. Asking for a refund does not close the account, and usage after the 60 days is charged as usual.

Payment method. You can use the Service without a payment method on file until your usage reaches USD 10.00. From then until you add one, we stop accepting new usage data from your deployment. Your agents continue to run on the policy they already have, and the Software retains the data it could not send, within its storage limits, and sends it once a payment method is added.

Paying by invoice. We may agree in writing to invoice you instead of charging a card. Invoices are issued monthly in arrears and are due within the number of days stated on the invoice (30 unless agreed otherwise), payable by bank transfer or any other method the invoice offers. You may give us an accounts payable address and a purchase-order number to print on invoices. We may ask for a payment method, a deposit or prepayment before agreeing to invoice you, and may return you to card payment if an invoice is overdue.

Non-payment. If a charge fails or an invoice is overdue, we will notify you and retry. If the amount is still unpaid 14 days later, we may suspend the Service, starting by no longer accepting new usage data as described above. Overdue amounts bear late-payment interest under the Finnish Interest Act (633/1982) from the due date, and we may claim recovery costs under the Act on Compensation for Recovery Costs in Commercial Transactions (30/2013) and any further reasonable costs of collection. Raise a disputed charge with us first: if you open a chargeback or payment dispute for an amount you owe, we may suspend the Service in the same way and recover the amount together with any dispute fee our payment processor charges us. Suspension does not delete Customer Data, and periods under these Terms continue to run during it. Customer Data is deleted only on termination, under §15.

Price changes. We may change prices on 30 days' notice by email, effective from your next billing period. A written price lock prevails for its stated term.

Billing outages. If our billing systems or payment processor are unavailable, the Service continues to operate and we charge for the usage later.

6. What the Service does and does not do

What we do. We measure agreement between models on your steps, over your own traffic and traces, and report rates, intervals, sample counts and costs.

What we do not do. We do not prove that a cheaper model is safe for your workload. Production traffic has no ground truth: the reference is the frontier model's own output, so every result we report takes the form "agreement of X% over the last N calls, with confidence interval Y". Each such result is a measurement, not a warranty.

Routing to a cheaper model. A route to a cheaper model requires the approval of a named person in your organisation, and the approval is recorded against that person. Once a route is approved and enabled, autopilot may loosen its checks where your own traffic shows that the added failure rate stays within a published limit: 2% at 95% confidence, or a different limit set by a named person on your site. Autopilot never adds a route, never changes which models a route uses, and never lets an action that cannot be undone run on the cheaper model without a limit you have declared for that route.

Default setting. Adding a route always requires a named person's approval, as above; autopilot only adjusts routes that already have one. Autopilot is on by default. Until a person on your site sets a limit, autopilot acts under a standing authorization we publish rather than one accepted by a person in your organisation, and each change it makes is recorded under the name ergoda:default. You can switch autopilot off for your site in the dashboard. From then on, every change toward a cheaper model requires a named person's approval; changes autopilot has already made remain until they expire or you revert them. A change made by autopilot is reverted automatically after 90 days without new evidence. Changes toward a more expensive model may be made automatically.

Your decisions. You choose the routes, the limit autopilot works within and whether autopilot runs at all, and you are responsible for the outcome.

Failure behaviour. An unknown step, an unreachable control plane, or a policy with no applicable rule each result in the request being sent to your own frontier model. We do not warrant that this happens in every case.

No warranty of results. We do not warrant that any recommendation preserves task quality, that any saving will be realised, that any measurement predicts future behaviour, or that model providers will behave consistently over time. Model providers may change their models without notice, and we cannot prevent them from doing so.

7. Your responsibilities

  • You keep your own provider accounts, keys and quotas. We do not resell model capacity.
  • You are responsible for complying with your model providers' terms, including any restriction on where their outputs may be sent.
  • Shadow Calls send your data to a provider you name, and you must have the right to send it there. The Software makes Shadow Calls from your infrastructure, with a key you provide, and only to a model your allowlist permits; the allowlist denies everything you have not added. The Service sends nothing to model providers, so a model provider is not our sub-processor, and your own agreement with it governs what it does with the data. The Software does not redact what a Shadow Call sends: the call carries the request as your application made it, so you must remove anything that must not reach the provider before the request reaches the Software.
  • You will not send us personal data you do not need us to have. The Service never receives payloads, and no setting changes that.
  • Shadow Calls consume the rate limits of your own provider account. You set the daily token budget and the sampling rate; the Software backs off on HTTP 429.

8. Acceptable use

You will not, and will not allow anyone else to:

  • use the Service to break the law, to infringe anyone's rights, or to attack or overload our infrastructure or anyone else's;
  • circumvent or interfere with metering, billing, access controls or usage limits;
  • copy, modify, frame or create derivative works of the Service or its documentation, or resell, sublicense or provide the Service to a third party other than as part of your own product;
  • reverse engineer, decompile, disassemble or otherwise try to derive the source code, algorithms, models, thresholds, methods or data of the Service, except to the extent the law applicable to you permits it despite this clause;
  • access or use the Service, its outputs, its documentation or our non-public information to build, train or improve a product or service that competes with the Service or the Software, or to help anyone else do so;
  • extract data from the Service by automated means other than the API and exports we provide; or
  • send us data you are not allowed to send.

We may suspend the Service immediately and without notice where continued use would cause harm to us, to another customer or to a third party. We will tell you why as soon as we reasonably can.

9. Availability and support

We make no uptime or availability commitment under these Terms. A service level agreement applies only where agreed separately in writing, and that agreement then prevails.

Support is provided by email at support@ergoda.com, on a best-effort basis, in English or Finnish.

The Software does not depend on the Service to run. If the Service is unavailable, requests continue to go to your own frontier models and your logs remain with you.

10. Data protection

Where we process personal data on your behalf, we do so as a processor under the Data Processing Agreement, which forms part of these Terms and prevails over them on any conflict about personal data. Our own processing of your account and billing data, as a controller, is described in the Privacy Policy.

We do not use Customer Data to train models, and we do not sell it. We do not receive or store request or response payloads.

11. Aggregate statistics and cross-customer priors

We derive statistics across customers ("priors") and use them to improve recommendations for all customers, including you. We are bound by the following:

  • Priors are aggregated over a published minimum number of contributing customers, and no single customer's share exceeds a published cap.
  • Priors contain no prompt or response content and no per-customer identifiers. They describe step archetypes, not any customer's business.
  • You may opt out of priors in the dashboard or by email, at no price penalty: your price does not change and no feature is withdrawn.
  • The Service has no means of receiving traces for a shared corpus. If one is offered, it will require a separate, explicit opt-in and will never be bundled with the priors setting.

The dashboard shows what your site contributes and what it receives.

12. Confidentiality

Each of us will keep the other's non-public information confidential, use it only to perform under these Terms, and protect it with at least reasonable care. This does not cover information that is public through no fault of the recipient, was already known, is independently developed, or must be disclosed by law — in which case the recipient gives notice first where lawful.

13. Intellectual property and feedback

We keep all rights in the Service. You keep all rights in Customer Data. You grant us a licence to process Customer Data only as needed to provide the Service and as permitted by §11 and the DPA.

If you send us feedback or suggestions, we may use them without obligation or payment. This does not give us any rights in Customer Data.

14. Publicity

Once you have had an account for more than 30 days, we may name you as a customer and show your name and logo on our website, in sales and investor material and in customer lists, unless you told us not to within those 30 days. You may withdraw this at any time by email to support@ergoda.com; we then stop new uses within 30 days, and material already distributed need not be recalled. We follow any reasonable brand guidelines you give us.

Anything beyond your name and logo, such as a quote, a case study, or your results or figures, needs your written permission for each use. We do not publish the reports we generate for you; you decide whether to publish them.

15. Term, suspension and termination

These Terms run until terminated. Either of us may terminate for convenience on 30 days' written notice; you may also terminate at any time by closing your account, and you pay for usage up to that point.

Either of us may terminate by notice if a material breach by the other is still uncured 14 days after notice of it, or immediately if the other becomes insolvent.

On termination we stop providing the Service and no new fees accrue. Fees accrued up to termination remain payable, including usage reported after termination for the period before it, any unbilled remainder below USD 10.00, and overdue amounts with interest; we may charge them to the payment method on file or invoice them. We delete or return Customer Data as set out in the DPA. Aggregated priors contain no content and no identifiers, are not Customer Data, and are not deleted, because a customer's contribution cannot be separated from them.

Section 5 as to amounts owed, and sections 8, 12, 13, 14 (as to material already distributed), 16, 17, 18, 20 and 21, survive termination.

16. Disclaimers

To the extent permitted by law, the Service is provided as is, and we disclaim all implied warranties including merchantability, fitness for a particular purpose and non-infringement. Our only statements about what the Service does are those in §6.

17. Liability

To the extent permitted by law:

  • Neither of us is liable for indirect or consequential loss, loss of profits, loss of revenue, loss of anticipated savings, loss of business, or loss or corruption of data.
  • Our total aggregate liability under these Terms is capped at the fees you paid us in the 12 months before the event giving rise to the claim, or USD 1,000, whichever is greater.
  • The exclusions and the cap above do not apply to your obligation to pay fees, to your indemnity under §18, to your breach of §8 or §12, or to your infringement or misuse of our intellectual property.
  • Nothing here limits either party's liability for death or personal injury caused by negligence, for fraud, for wilful misconduct or gross negligence, or for anything else that cannot be limited under Finnish law.

A higher cap is available only under a separate written agreement.

18. Indemnity

You will defend and indemnify us against third-party claims, and the losses and reasonable costs they cause us, arising from Customer Data you had no right to send us, from your breach of §7 or §8, or from your use of a model provider in breach of that provider's terms.

19. Changes to these Terms

We may change these Terms on 30 days' notice by email to your account address. Continued use after the notice period is acceptance. If you do not accept a change, you may terminate under §15 and we will refund any prepaid, unused fees. Every version is kept at a stable URL with its effective date.

20. Governing law and disputes

Finnish law governs these Terms and any dispute arising from them or from the Service, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.

Any such dispute is resolved exclusively by the Varsinais-Suomi District Court (Varsinais-Suomen käräjäoikeus) in Turku, Finland, as the court of first instance. Each of us submits to its jurisdiction and waives any objection to it, including that it is an inconvenient forum. Before starting proceedings, each of us will try in good faith for 30 days to resolve the dispute by negotiation.

We may nevertheless seek interim or injunctive relief, and recover unpaid fees, in any court with jurisdiction over you, without waiting for the negotiation period. Each of us brings claims only in its own name, not as a member of a class or representative action, and to the extent the law allows each of us waives trial by jury.

21. Miscellaneous

Neither of us may assign without the other's consent, except to a successor of the whole business. There are no third-party beneficiaries. If a clause is unenforceable, the rest survives. These Terms, the DPA, the Privacy Policy and any written order form are the whole agreement, and they replace anything said before. Your purchase-order terms do not apply. Failure to enforce a right is not a waiver of it. Neither of us is liable for delay caused by events outside reasonable control.

Legal notices to us: legal@ergoda.com. Notices to you: the email on your account.