Terms of Service

These Terms of Service (the "Terms") govern access to and use of the Shara product (the "Service"), provided by AIGiner S.L. ("AIGiner", "we") to the customer who takes out the subscription ("Customer"). These Terms, together with the Privacy Policy (/es/privacy/ (in Spanish)), the DPA (/dpa), the SLA (/sla), the AI Use Policy (/es/ai-policy/ (in Spanish)) and the public list of Sub-processors (/es/subprocessors/ (in Spanish)), are accepted expressly, by ticking the relevant box before subscribing; AIGiner then sends a confirmation linking to the accepted version. AIGiner’s identification is given in the Legal Notice (/es/legal-notice/ (in Spanish)).

1. Definitions

• Service: the Shara platform, accessible through a browser at app.sharasaas.com, through the Desktop Application and through the Installed Agents, which orchestrates AI agents for administrative tasks.
• Desktop Application: the program that AIGiner distributes for Windows, macOS and Linux and that the Customer installs on its Users’ devices to access the Service.
• Installed Agent: the component that the Customer deploys on a device or server of its own so that the Service can run tasks on them and on the tools and files it accesses, on the terms of section 2.3.
• Customer: the legal entity (company) that subscribes to a Plan for its business activity and holds the account. Shara is not offered to natural persons, whether self-employed or consumers.
• User: each natural person authorised by the Customer to use the Service under the Customer’s account. The minimum age of Users invited by the Customer is the one set in the Privacy Policy (/es/privacy/).
• Plan: the tier subscribed to (First, Pro, Max, Max ×5, Max ×20, Concerto Local), described at /plans/.
• Concerto Local: the tier in which the Service and the Concerto model are deployed on the Customer’s infrastructure, governed by section 2.2.
• STU ("Shara Token Units"): internal unit for measuring the compute consumed by language models. Each Plan includes a monthly STU allowance.
• Agent: a specialised software instance (Wanamaker, Patterson, Hopkins, etc.) that carries out departmental tasks under the direction of Amadeus.
• Amadeus Director: the orchestrator that coordinates the agents and applies the rules on governance, allowances, saving mode and spend cut-offs.
• Approval queue: queue of critical actions that require human approval before they are executed.
• Spend cut-offs: automatic mechanisms that stop consumption when a threshold per task, per hour or per day is exceeded.
• Usage metering: each call consumes STU according to the model used and the volume of text processed. The price in euros is that of the Plan and, above the allowance, the published overage of €5/M STU.
• Saving mode: automatic downgrading of models outside the configured working hours in order to reduce consumption.
• Agent identity card: context file for each agent that records the Customer’s preferences. It is updated incrementally, never by replacement, and every change is logged, without prejudice to the Customer’s ability to correct or delete any entry.
• Customer Data: any data that the Customer connects, uploads or processes through the Service, including the voice recordings that its Users dictate in the application.

2. Purpose and scope

AIGiner grants the Customer, for the duration of the contract and to the extent of the Plan subscribed to, a non-exclusive, non-transferable and limited right to access and use the Service for its internal operations. The Service is provided as software shared between customers, on infrastructure located in the European Union, with the exceptions documented in Sub-processors (/es/subprocessors/) and in the Privacy Policy (/es/privacy/).

2.1 Desktop Application and Installed Agents

• Licence: AIGiner grants the Customer a licence to use the Desktop Application and the Installed Agents that is non-exclusive, non-transferable and revocable, limited to the duration of the contract and to the number of Users the Plan allows. The software is not sold: it is licensed.
• Updates: the Desktop Application and the Installed Agents are updated automatically from our update service. Updates may include security fixes for urgent application. The Customer undertakes not to prevent security updates from being applied; if it does, AIGiner is not liable for the failures that those updates fix.
• Scope of the agent’s action: it is the one in section 2.3 —default access to the User’s profile on their device and read access on the server— plus the tools and accounts the Customer expressly connects. It is the Customer who may reduce or revoke the scope of the connected tools and accounts at any time from its account administration, and who is responsible for ensuring that the credentials it connects belong to accounts over which it has the right to operate.
• Human approval: the critical actions that the agent proposes on those tools —sending an external email, making a payment, publishing on the Customer’s behalf— go through the approval queue before they are executed, in accordance with the AI Use Policy (/es/ai-policy/).
• User’s device: the Customer is responsible for ensuring that the devices on which it installs the software are under its control and comply with its own security policies. AIGiner is not liable for damage arising from compromised devices, from operating systems no longer supported by the manufacturer or from installation by an unauthorised third party.
• Uninstallation: when the contract ends, the Customer must uninstall the Desktop Application and the Installed Agents. The licences cease to be active and the software stops connecting to the Service.
• Voice: the Desktop Application allows dictation by microphone. The microphone is only activated when the User presses it. The processing of those recordings is described in the Privacy Policy (/es/privacy/).

2.2 Concerto Local

• Deployment: in Concerto Local the Service and the Concerto model are installed on the Customer’s infrastructure. The Customer provides the hardware, the network, the operating system and the administration of that infrastructure, and AIGiner carries out the set-up on the terms of the order form.
• Where processing takes place: the Concerto model runs on the Customer’s servers. The Plan also includes a cloud orchestration allowance for Amadeus of 60 M STU/month, which can optionally be activated: it is a switch in the administration console and, with it off, no inference task leaves the Customer’s network.
• Performance: the quality and speed of the Concerto model depend on the hardware the Customer provides. AIGiner states the server requirements before subscription; below those requirements the installer will not install and the Service is not provided.
• Licensing service: the installation periodically validates its licence against our licensing service by means of a cryptographic signature. The licence is valid for 7 days and the installation renews it daily. If it cannot renew it, the installation keeps operating normally for a 30-day grace period; after that, or without a valid licence, the Customer can still read and export their data, but not write or run agents until validation is restored. Concerto Local requires an Internet connection: sign-in and session renewal for Users go through the Shara cloud.
• Availability: as it runs on the Customer’s infrastructure, the availability of the installation depends on the Customer. The availability commitments of the SLA (/sla) do not apply to it; the support commitments do, on the same terms as for the other plans.
• Backups: backups of a Concerto Local installation are the Customer’s responsibility, unless expressly agreed otherwise in the order form.
• Minimum term: six (6) months, in accordance with section 7.

2.3 Agents with access to the Customer’s devices and servers

This section governs what the agents can do on Users’ devices and on the Customer’s servers. If any other section of these Terms, or of the documents they refer to, described a narrower scope, this section prevails.

• Desktop agent, default access: the agent that acts from the Desktop Application has access to the User’s whole profile on their device. It can read, create, edit, move and delete files, run programs and scripts (Python, Node, PowerShell, bash) and control the browser. It always acts on the desktop of the person talking to it, never on anyone else’s.
• Server agent, default read access: the agents Turing, Kerckhoffs and Amadeus can read the whole server on which the Customer installs the Installed Agent without asking for confirmation on each read: folders, files, logs, Docker, services and query commands. Any change (restarting, installing, editing) is carried out only with the approval of a Customer administrator in Shara, using the exact command that administrator approves, with system administrator privileges (root) through systemd-run, and is audited.
• Acceptance on subscribing: the Customer accepts this scope by subscribing to the Service. There is no switch to turn it off and no separate acceptance. The Customer decides on which devices and servers it installs the agents and may stop doing so, or remove them, at any time.
• What the agents do not touch: AIGiner has configured the agents so that they do not access password stores or system keychains (Windows Credential Manager and DPAPI, macOS Keychain, gnome-keyring, KWallet), the browser’s cookies or saved credentials, or SSH or GPG private keys; and, on servers, so that they do not read /etc/shadow, private keys or Docker secrets. These are software controls: they do not replace the Customer’s own security measures (system permissions, least-privilege accounts, separate custody of secrets).
• Safeguards: what the desktop agent deletes with its own tools goes to the system Recycle Bin and can be recovered until it is emptied; this does not extend to what a program or script run by the agent deletes. Writing system shortcuts (.lnk, .url, .scf, desktop.ini) and reading the clipboard require the User’s confirmation. Critical actions with external consequences still go through the approval queue (section 2.1).
• Activity log: every action of an agent is recorded in an activity log visible in the application, showing what was done, when and with what result. It is for the Customer to review it as often as its own risk analysis advises.
• Authority over the devices and duty to inform: the Customer warrants that it has sufficient authority and legal basis over the devices and servers on which the agents are installed and over the data they contain. It also warrants that it has informed its employees and, where the law requires, their representatives, of the existence, scope and purpose of the agents and of their activity log, and that it has set the criteria for the use of digital devices required by labour and data protection law (including Article 87 of the LOPDGDD, the Spanish data protection and digital rights act). It will not use the agents to monitor or evaluate the individual activity of its employees (section 6).
• Customer’s responsibility for what it instructs and approves: the Customer is responsible for the instructions it gives the agents, for what its administrators approve on the server, and for the configuration, custody and backups of the devices and servers on which they act. An approval by a Customer administrator binds the Customer; before approving, it must review the exact command shown to it. AIGiner is not liable for the effects of an action that the Customer or its administrators instructed or approved, unless the agent runs something different from what was approved.
• Unlinking: the Customer may unlink an agent, from a device or from a server, at any time and without giving a reason, from its account administration or by uninstalling the Installed Agent. From that moment the agent stops acting on that device or server.
• AIGiner’s liability: it is governed by section 12, which applies to these agents unchanged. This section neither widens nor narrows the limits or the exceptions set out there.
• Personal data: what the agents read or generate on devices and servers may include personal data. The processing AIGiner carries out on the Customer’s behalf is governed by the DPA (/dpa), sections 3 and 6, and is not used to train models.

2.4 Documents, videos, templates and import from other CRMs

• Documents and videos: the documents and videos the agents generate on the User’s device are Customer Data and are governed by section 9. The Customer reviews them before using or publishing them (section 11) and labels as AI-generated any content that should be.
• Department templates: the head of a department may upload a sample document so that Shara adopts its style (structure, format and tone) in the documents it generates. The Customer warrants that it has the right to use that document and that doing so does not infringe third-party rights or duties of confidentiality.
• Import from other CRMs: at the Customer’s request, Shara can import contacts and companies from HubSpot, Pipedrive, Salesforce and Excel or CSV files into Shara’s contact and company records. The Customer warrants that it can export that data from its source system under the contract it has with that provider, that the data’s origin is lawful and that it has a legal basis to bring it into Shara.
• Checking the result: AIGiner does not warrant that the import will preserve the meaning of each source field or that it will not create duplicates. The Customer checks the result before relying on it.

3. Account, users and credentials

The Customer designates at least one administrator, who is Amadeus’s sole point of contact. The Customer is responsible for keeping the credentials confidential, for setting up two-factor authentication on the accounts that require it under its own policy, and for the activity carried out under its account. It must notify us without delay of any unauthorised access through support@aiginer.com.

4. Trial period

No free period is offered by default. During the closed pilot, access to any Plan is agreed case by case and formalised in writing, in a specific order form setting out duration, scope and exit conditions. Outside the pilot, First, Pro and Max are subscribed to from the application; Max ×5, Max ×20 and Concerto Local, through the sales team. The commitment is that of the period chosen —one month, six months or one year— in accordance with section 7: it is paid in advance and renews for an identical period unless cancelled. There is no lock-in beyond the period subscribed to.

5. Obligations of the parties

6. Acceptable use

The Customer and the Users undertake not to use the Service for any of the following purposes or activities:

• Illegal or fraudulent activities, or activities that infringe the rights of third parties (including intellectual and industrial property).
• Sending unsolicited commercial communications or any content contrary to the LSSI (Spanish Information Society Services Act) or the GDPR.
• Generating pornographic, violent, discriminatory or hate-inciting content, or content that violates human dignity.
• Cryptocurrency mining, denial-of-service attacks, unauthorised scans, credential brute-forcing or other uses that compromise the infrastructure.
• Deliberate attempts to circumvent the models’ safeguards, to manipulate their instructions, or to extract the system instructions, an agent’s identity card, the internal configuration or the name of the model behind each alias.
• Circumventing the spend cut-offs, saving mode or the STU allowance system by manipulating the API or the official clients.
• Connecting the Service to special categories of data (health, biometric, ideology, sexual orientation, etc.) without having carried out an impact assessment of its own and having agreed specific conditions in writing.
• Using voice to identify people by their speech characteristics, or any other biometric processing.
• Connecting an Installed Agent to accounts, devices or tools over which the Customer has no right to operate, or using it to monitor the individual activity of its employees outside the applicable labour and data protection rules.
• Reselling or sublicensing the Service, offering it under its own brand outside the plans that allow it, or using it as the basis of a competing product.
• Using the Service for mass surveillance, unauthorised biometric profiling or any practice prohibited by Article 5 of Regulation (EU) 2024/1689 (EU AI Act).
• Extracting Shara’s outputs in an automated and massive way in order to obtain its instructions, internal configurations or unlicensed knowledge.
• Using the Service to screen, score or select candidates or to evaluate employees.
• Running the Service in sectors listed in Annex III of the EU AI Act (high risk) without a prior written agreement documenting the additional measures.
• Sharing credentials with unauthorised third parties, impersonating another User or circumventing the internal role restrictions.

Breach of any of these points may give rise to precautionary suspension or termination, without prejudice to any compensation that may be due.

7. Plans, prices and billing

The prices and features of the Plans are published at /plans/ and are incorporated into these Terms by reference.

Final price. Prices are expressed in euros (EUR) and are FINAL prices: the amount published for each Plan is the total amount the Customer pays for the period subscribed to, with Spanish VAT already included where the transaction is subject to it. AIGiner adds no amount for VAT on top of the published price. The same rule applies to every amount in this section: additional agents, STU overage and any other recurring item of the Plan.

• Breakdown on the invoice (Customer established in Spain): the published price is broken down on the invoice into taxable base and VAT at the rate in force at the time —today the general rate of 21 %—, so that the total invoiced matches the published price. On a price of €129.00, the invoice shows a taxable base of €106.61 and VAT of €22.39. A legal change in the tax rate alters that split between base and VAT, not the total published price, which changes only by the route provided for in section 14.
• Customer that is a business or professional established in another Member State of the European Union: if it provides a valid VAT number that can be verified in the VIES register, the supply is invoiced without Spanish VAT by application of the reverse-charge rule (Article 84.Uno.2.º of Law 37/1992 on Value Added Tax and Article 196 of Directive 2006/112/EC), and it is for the Customer to self-assess the tax in its own State. If it does not provide a valid VAT number, the transaction is invoiced with Spanish VAT in accordance with the preceding paragraph.
• Customer established outside the European Union: the supply is not subject to Spanish VAT under the place-of-supply rules for services supplied by electronic means to businesses or professionals (Article 69.Uno.1.º of Law 37/1992), without prejudice to the taxes that its own jurisdiction requires it to settle or bear.
• What "final" means in those two cases: the amount charged is still the published price. What changes is the breakdown on the invoice, which shows the full price as the taxable base with zero VAT and the corresponding legal reference. Taxes, withholdings or levies that the Customer must self-assess, bear or withhold in its jurisdiction are for its own account and are neither deducted from the price nor refunded.
• Tax details: the Customer is responsible for providing, and keeping up to date, its company name, tax address and tax ID or VAT number. If an incorrect or outdated tax detail makes it necessary to rectify an invoice already issued, or results in VAT treatment different from the one applied, the regularisation shall be at the Customer’s expense.
• Billing cycle: at the Customer’s choice, monthly, six-monthly (6 months) or annual (12 months), with the full period charged in advance on the day of sign-up and automatic renewal thereafter for an identical period. The six-monthly and annual cycles of the plans with a published price carry the discount published at /plans/ on the list price.
• Concerto Local price: it has no public price or discount. The price is agreed with the Customer according to the deployment and is stated in the order form.
• Concerto Local minimum term: six (6) months. Concerto Local does not admit a monthly cycle, because it requires a deployment on the Customer’s infrastructure (on-site or remote) whose set-up cannot be amortised over a shorter period.
• Payment processing: carried out by Stripe Payments Europe Ltd. by tokenisation (we do not store full card data).
• STU overage: consumption above the monthly allowance is billed at €5/M STU on all paid plans, and is added to the next invoice of the cycle. Concerto Local generates no overage: inference runs on the Customer’s infrastructure and its cloud orchestration allowance for Amadeus (60 M STU/month, which can optionally be activated) is a fixed pool that is not billed on top.
• STU rollover: the base-allowance STU you do not consume in a month carry over to the following month, capped at 20 % of the base allowance, and expire after 2 months. It applies to the cloud plans, not to Concerto Local. There is no rollover in a month whose consumption does not reach 1 % of the base allowance.
• Usage metering: each call consumes STU according to the model used and the volume of text processed. The price in euros is that of the Plan and, above the allowance, the published overage of €5/M STU.
• Spend cut-offs: the Service applies automatic limits of 1 M STU per task, 10 M per hour and 80 M per day, which the owner or an admin can edit or disable. Once exceeded, inference is blocked until the consumption in that window falls below the cap or an administrator releases it. Usage ceiling: from 130 % of the monthly allowance the Service switches to saving mode and, on reaching 200 %, it stops until the next period.
• Saving mode: outside the working hours configured by the Customer, Amadeus automatically downgrades models (Symphony→Sonata, Sonata→Prelude, and Prelude limits the length of the response) in order to reduce cost.
• Non-payment: non-payment of an invoice gives the right to suspend the Service on 7 calendar days’ notice. Reactivation requires payment in full plus, where applicable, statutory late-payment interest.
• Disputes: the Customer must notify us of any dispute over an invoice within 30 days of its issue.

8. Service level (SLA)

The commitments on availability, incidents and support are governed by the SLA (/sla), which is annexed to these Terms. It is worth reading, because it does not say what a document like this usually says: Shara is in a pre-general-launch phase and the SLA does not yet publish an availability percentage, because there is no measured history with which to support it. It does set a first-response time by severity, in business hours and with no credits for missing it. It also sets out what we monitor, how an incident is communicated, how it is prioritised, what maintenance is announced, and what refund applies if the Service is unavailable for reasons attributable to us.

The status of the Service is published at https://status.aiginer.com, within the scope explained in SLA section 1.

9. Customer Data and intellectual property

• The Customer retains ownership of the Customer Data hosted in the Service.
• AIGiner retains ownership of the Service, its software, models, agents (including their names and configurations), system instructions, base identity cards, internal libraries and any improvement derived from use.
• The Customer grants AIGiner a non-exclusive, royalty-free licence, limited to the term and purpose of the contract, to process Customer Data as Processor, in the places and with the sub-processors set out in the DPA (/dpa).
• The outputs generated by the agents from the Customer Data belong to the Customer, without prejudice to the legal limitations applicable to AI-generated content and to the rights of the model providers.
• No training: AIGiner does not use Customer Data to train its own models or those of third parties, and requires the same of the inference provider.

10. Confidentiality

Each party undertakes to treat as confidential the other party’s non-public information, during the term of the contract and for 5 years afterwards. Information that is publicly known, lawfully received from third parties without an obligation of confidentiality, or independently developed is excluded.

11. Warranties and exclusions

AIGiner warrants that it will provide the Service with the professional diligence customary in the sector and in accordance with the SLA. The Service is provided "as is" as regards anything not expressly warranted: in particular, the outputs of language models may contain errors, biases or invented statements, and the Customer is responsible for checking the suitability of the output before acting on it. The approval queue is designed precisely to introduce that human control.

AIGiner is not certified under ISO/IEC 27001 and does not hold SOC 2 reports, and makes no warranty to that effect. The security measures it does apply are detailed in Annex III of the DPA (/dpa).

12. Limitation of liability

To the maximum extent permitted by applicable law:

• Neither party shall be liable to the other for indirect damages, loss of profit, loss of business opportunities, loss of goodwill, or loss or corruption of data that is not attributable to it.
• The total aggregate liability of AIGiner to the Customer, on any ground, shall not exceed the amount actually paid by the Customer in the 12 months preceding the event giving rise to the liability.
• These limitations do not apply to: (a) wilful misconduct or gross negligence; (b) infringement of intellectual property rights; (c) obligations under the GDPR that the law imposes without the possibility of limitation; (d) payment obligations.

13. Indemnification

Each party undertakes to hold the other harmless against third-party claims arising (i) in the case of the Customer, from the content and data it enters into the Service, from the scope it grants the agents over its tools, or from breach of section 6; (ii) in the case of AIGiner, from infringement by the Service itself (not by the Customer’s content) of third-party intellectual property rights.

14. Changes to the Service and to the Terms

AIGiner may modify the Service, its features and these Terms. Changes that are materially and reasonably adverse to the Customer will be notified with a minimum notice of 30 days by email to the administrator account. If the Customer does not accept the changes it may terminate the contract without penalty within that notice period, with effect at the end of the current cycle. Changes that are merely operational, or made for security or legal compliance reasons, may be applied on reduced or, where appropriate, immediate notice.

15. Precautionary suspension

We may suspend the Service, in whole or in part, in the event of:

• Non-payment 7 days after notification.
• Breach of section 6 (acceptable use). Except in cases of flagrant abuse (imminent risk to third parties, attacks in progress from the account), we will give a minimum of 48 hours’ notice before suspension so that the conduct can be corrected.
• Imminent risk to the security or integrity of the Service or of third parties (in which case no notice applies).
• A legal or judicial order.

Suspension does not release the Customer from obligations already accrued. Reactivation will take place once the cause has been remedied.

16. Term, termination and return of data

• The contract has an indefinite term with automatic renewal for periods equal to the cycle chosen (monthly, six-monthly or annual). The six-monthly and annual cycles carry a commitment for the period chosen —six months or one year, respectively— on the terms of the following paragraphs. In Concerto Local the period subscribed to is paid in full and constitutes a mandatory lock-in, with a minimum initial period of six (6) months.
• Fourteen days to change your mind: within fourteen (14) calendar days of subscribing, the Customer may withdraw without giving a reason and without penalty, with a full refund of what has been paid, even if it has already consumed STU. AIGiner grants this period of its own accord.
• After the fourteen days, monthly cycle: the Customer may terminate at any time from the panel, with effect at the end of the month paid for, without penalty and without further fees. There is no refund of the current month, which is provided in full.
• After the fourteen days, six-monthly and annual cycles: the price of the period is paid with the published discount on the monthly price, and that discount rewards the commitment to the period chosen. Cancellation prevents renewal but does not end the current period: the Service continues until its end, with its full monthly STU allowance, and no refund of the remaining months is due. Anyone who does not want to commit has the monthly cycle at the list price.
• Sole exception: if the breach is AIGiner’s (serious or repeated breach, or serious unavailability under the SLA), the full months remaining in the period paid for are refunded in full.
• Either party may terminate for serious breach by the other if it is not remedied within 15 days of formal notice.

17. Assignment

The Customer may not assign the contract without our prior written consent. AIGiner may assign it in the context of corporate transactions (merger, spin-off, sale of assets), notifying the Customer with reasonable notice.

18. Force majeure

Neither party shall be liable for failures to perform arising from causes of force majeure understood within the meaning of Article 1105 of the Spanish Civil Code: natural disaster, armed conflict, a denial-of-service attack that cannot be mitigated under reasonable conditions, a major outage of a provider on which the Service depends, a government decision, a health emergency and any other unforeseeable or unavoidable event beyond the party’s reasonable control. The affected party shall notify the event without undue delay and shall use all reasonable efforts to minimise the impact and resume performance. If the event lasts more than 30 days, either party may terminate the contract without penalty.

19. Notices

Notices shall be given by email to the addresses designated in the Customer’s account and, in the case of AIGiner, to legal@aiginer.com. Notices that require formal proof of delivery must additionally be sent by burofax or certified postal service to the address given in the Legal Notice (/es/legal-notice/ (in Spanish)). A change of notice addresses must be communicated in writing.

20. No waiver, severability and entire agreement

No waiver: a party’s failure to exercise, or delay in exercising, a right provided for in these Terms does not constitute a waiver of it. Severability: if any clause is found to be void, unlawful or unenforceable, the rest of the document shall remain fully in force and the affected clause shall be interpreted or replaced by the valid one closest in meaning to the original intention. Entire agreement: these Terms, together with the documents to which they refer (Privacy Policy, DPA, SLA, AI Use Policy, Cookie Policy, list of Sub-processors and the description of the Plan subscribed to) and, where applicable, the signed order form, constitute the entire agreement between the parties and prevail over any prior communication.

21. Governing law and dispute resolution

These Terms are governed by Spanish law. For any dispute, the parties submit, expressly waiving any other jurisdiction, to the Courts and Tribunals of Barcelona. As an alternative, the parties may agree in writing to submit the dispute to the Barcelona Arbitration Court (Tribunal Arbitral de Barcelona, TAB) under its rules.

The latest version in force is available on this page. For signed PDF versions (Max and Concerto Local plans) write to legal@aiginer.com.

Language: this English version is a courtesy translation. The Spanish version of these Terms is the prevailing one: in the event of any discrepancy between the two, the Spanish version prevails.