PromptOps — Terms of Service

Document type: Terms of Service for the PromptOps website, accounts and online services Version: 2.0 Effective date: 2 August 2026 Status: in force

Who we are and what these terms cover
Definitions
Who you are: consumer, professional, organisation
Accounts
The Services
Cloud synchronisation
Plans, free tier and paid plans
Free trials
Prices, taxes and billing
Automatic renewal
Price changes
Upgrades and downgrades
Cancellation
Consumer right of withdrawal
Refunds
Availability, maintenance and changes
Fair use
Acceptable use
Organisation accounts: Team and Enterprise
Your content
Prohibited content
AI providers and third-party dependencies
Suspension and termination
Data export and deletion
Liability
Changes to these terms
Governing law and jurisdiction
Complaints and dispute resolution
Contact
Version history

1. Who we are and what these terms cover

1.1 These Terms of Service (the "Terms") are a contract between you and:

SHELLONBACK SRL ("Shellonback", "we", "us") Registered office: Via Stupinigi 29, 10092 Beinasco (TO), Italy VAT number, tax code and Company Register (Registro Imprese) number: 13331060015 Registro Imprese di Torino no. 13331060015 | REA no. TO-1355500 | Share capital EUR 10,000 Country of establishment: Italy Contact: luca.mangiacotti@shellonback.com

1.2 These Terms cover:

the website https://promptops.it and its subdomains;
the PromptOps account and authentication;
the backend services and APIs that support the PromptOps applications;
cloud synchronisation of sessions, workspaces and prompt library content;
the web application at manager.promptops.it;
the mobile remote application and the relay service;
paid plans, when introduced.

1.3 These Terms do not cover the installation and use of the PromptOps desktop application itself, which is governed by the End User Licence Agreement. Where both apply and conflict, the EULA prevails on matters concerning the desktop software; these Terms prevail on matters concerning the online services.

1.4 The following documents form part of these Terms:

1.5 You accept these Terms by creating an account or by using the Services. We record the version you accepted and the date and time of acceptance.

2. Definitions

Term	Meaning
Services	Everything listed in clause 1.2
Software	The PromptOps desktop application, governed by the EULA
Account	Your personal PromptOps account
User Content	Prompts, session and workspace names, prompt library entries, configurations, feedback and other material you submit to the Services
AI Provider	A third-party AI service or tool that PromptOps can orchestrate (for example OpenAI/Codex, Anthropic/Claude Code, Google Gemini, GitHub Copilot, xAI, local model runtimes)
Session	A working context in PromptOps in which one or more agents or terminals run
Sub-agent	An additional agent started inside a Session
Workspace	A project context, associated with a folder on your device
Organisation	A company, public body or other legal entity holding a Team or Enterprise plan
Administrator	A person designated by an Organisation to manage its users and settings
Consumer	A natural person acting for purposes outside their trade, business, craft or profession (art. 3 Codice del Consumo)

3. Who you are: consumer, professional, organisation

3.1 These Terms apply differently depending on your status. Clauses expressed as applying to business users do not apply to consumers.

3.2 Consumers benefit from mandatory Italian and EU consumer protection law, which prevails over any conflicting clause here. Consumer-specific rules appear in clauses 11, 14, 15, 25, 27 and 28.

3.3 Professionals and businesses (sole traders, freelancers, companies) contract as business users. Consumer-specific rights, including the right of withdrawal in clause 14, do not apply to them.

3.4 Enterprise customers may contract under a separate written agreement. Where such an agreement exists, it prevails over these Terms to the extent of any conflict.

4. Accounts

4.1 You need an account to use most of the Services. You must provide accurate information and keep it up to date.

4.2 Minimum age: 16, consistent with clause 4.2 of the EULA.

4.3 You may register with an email address and password, or through a supported third-party identity provider (Google, Apple, GitHub, Facebook, LinkedIn). Where you use a third-party provider, that provider's terms and privacy policy also apply to the authentication.

4.4 Credentials are personal and must not be shared. You are responsible for activity under your account, except where it results from a failure attributable to us.

4.5 Tell us promptly at luca.mangiacotti@shellonback.com if you believe your account has been accessed without authorisation.

4.6 Acceptance of legal documents. Access to the Services is conditional on acceptance of the current versions of these Terms, the Privacy Policy and the EULA. When we publish a new version that materially affects your rights, you will be asked to accept it again.

4.7 Inactive accounts. We may close an account that has not been accessed for 24 months. We will email you at least 30 days beforehand, so you can sign in and keep it, or export your data. We will not close an account without that notice.

5. The Services

5.1 PromptOps helps you organise, run and orchestrate AI agents and command-line coding tools. The Services support that: they store your account, your session and workspace structure, your prompt library, your plan, and product usage metrics.

5.2 What the Services do not do. The Services do not supply AI models. The AI capability comes from AI Providers that you choose, install and pay for. See clause 22 and the AI and Third-Party Providers Notice.

5.3 We may add, change or remove features. Clause 16 applies.

6. Cloud synchronisation

6.1 Where you enable it, the Services store certain data on our servers so that it is available across your devices and can be restored.

6.2 What is synchronised, and what stays only on your device, is described precisely in the Privacy Policy. In summary: session and workspace structure, prompt library entries and certain agent metadata are stored on our servers; terminal output buffers, local project context and your provider credentials are not.

6.3 Synchronisation is a convenience, not a backup service. Keep your own backups of anything you cannot afford to lose.

6.4 We take technical and organisational measures to protect stored data (see the Privacy Policy), but no online service can be guaranteed against every risk.

7. Plans, free tier and paid plans

7.1 PromptOps is currently offered free of charge.

7.2 We intend to introduce paid plans (Pro, Team, Enterprise). Their content, limits and prices will be published before they are offered. (to be published before any plan goes on sale)

7.3 Clauses 8 to 15 describe how paid plans will work. They have no practical application today: there are no paid plans, no prices, and no payment processing. We publish them so that the rules are settled before money is involved, not after. Before any plan goes on sale, these clauses will be completed with prices, billing periods and payment provider, and you will be told.

7.4 The free tier may be changed or discontinued in accordance with clause 16.

8. Free trials

8.1 We may offer free trials of paid plans.

8.2 For each trial we will state, before you start it: its duration, what it includes, whether payment details are required, and what happens when it ends. (to be defined)

8.3 No trial converts automatically into a paid subscription. If we offer a trial, it ends when it ends, and nothing is charged unless you actively choose to subscribe. We would rather you came back deliberately than be billed by inertia.

8.4 Trials are personal, one per user, and may not be used repeatedly to obtain paid functionality free of charge.

9. Prices, taxes and billing

9.1 Prices will be shown on our website and at checkout before you commit. (no prices are set: PromptOps is free today)

9.2 Currency and billing periods will be stated before any plan goes on sale.

9.3 Taxes. Prices will be displayed to consumers inclusive of VAT where required by law. For business customers, prices may be displayed net of VAT, with VAT applied at checkout according to your country and VAT status. Reverse charge may apply for EU business customers with a valid VAT number. (Applies only once paid plans launch.)

9.4 Payment provider. Payments will be processed by a third-party payment provider. (no payment provider is integrated yet; it will be named here before any plan goes on sale) We do not store full payment card details on our own systems.

9.5 Invoices will be issued in accordance with Italian law, including electronic invoicing obligations where applicable. (to be defined, in line with Italian electronic invoicing requirements)

9.6 Failed payments. If a payment fails we will attempt to notify you and may retry. If payment remains unmade after a reasonable period we may suspend or downgrade the plan. (to be defined)

10. Automatic renewal

10.1 Paid subscriptions will renew automatically for successive periods equal to the initial period, unless cancelled before the end of the current period.

10.2 Before each renewal we tell you the date and the amount: at least 14 days ahead for annual plans, at least 3 days for monthly ones.

10.3 You may switch off automatic renewal at any time from your account. Cancellation takes effect as described in clause 13.

10.4 We do not require advance notice to cancel: you can stop a renewal up to the last day of the current period. That removes the concern behind art. 33(2)(h) of the Codice del Consumo, which treats a tacit renewal with an unreasonably early cancellation deadline as unfair.

11. Price changes

11.1 We may change prices for future billing periods.

11.2 We will notify you in advance. At least 30 days.

11.3 If you do not accept a price increase, you may cancel before it takes effect, and the current price applies until the end of the period already paid for.

11.4 Price changes never apply retroactively to a period already paid.

12. Upgrades and downgrades

12.1 Upgrades take effect immediately. (to be defined)

12.2 Downgrades take effect at the end of the current billing period, unless we state otherwise. You keep the higher plan until then.

12.3 On downgrade you lose access to functionality reserved to the higher plan, and any usage limits of the lower plan apply. Where a limit is exceeded (for example number of seats or stored items), we will tell you what happens to the excess before the downgrade takes effect. Whatever we decide, we will not delete content silently: you will be told what will happen and given time to export.

13. Cancellation

13.1 You may cancel a subscription at any time from your account settings.

13.2 Unless we state otherwise, cancellation takes effect at the end of the current billing period: you keep access until then, and the subscription does not renew.

13.3 Cancelling a subscription does not delete your account or your data. To delete your account, use the account deletion function or contact us — see clause 24.

13.4 Cancellation is separate from the consumer right of withdrawal in clause 14.

14. Consumer right of withdrawal

14.1 This clause applies only to consumers in the European Union.

14.2 Under Directive 2011/83/EU as transposed in Italy (Codice del Consumo, art. 52 ff.), you have 14 days from the conclusion of the contract to withdraw from a distance contract for digital content or digital services, without giving reasons and without penalty.

14.3 To withdraw, tell us clearly before the period expires, using the contact details in clause 29 or the model withdrawal form annexed to the Codice del Consumo. You may use the model withdrawal form annexed to the Codice del Consumo, but you are not required to: any clear statement is enough.

14.4 You keep the right of withdrawal, even if the service starts immediately.

A PromptOps subscription is a digital service, supplied continuously for the duration of the billing period. It is not digital content delivered once.

That distinction matters. For digital content, the right of withdrawal is lost as soon as supply begins. For a service, it is lost only once the service has been fully performed — and a subscription, by its nature, is not fully performed at the moment you subscribe.

So: you keep your right of withdrawal for the full 14 days, even if you asked us to start straight away.

14.5 What starting immediately does change is the amount due. If you ask us to begin supplying during the withdrawal period and then withdraw, you owe an amount proportionate to the part of the service already supplied, calculated against the full price of the period. This reflects art. 57(3) of the Codice del Consumo.

14.6 Before you purchase, we will ask you to tick two separate boxes, neither of them pre-ticked:

(a) that you expressly request the service to begin during the withdrawal period;
(b) that you acknowledge you will owe a proportionate amount for what you have used if you then withdraw.

We will confirm both to you by email, on a durable medium.

14.7 If you do not ask for immediate supply, the service starts at the end of the 14 days, and withdrawing before then costs you nothing.

14.8 We refund within 14 days of being told, by the same means of payment you used, less any proportionate amount due under clause 14.5.

14.9 These clauses are drafted on the basis that a subscription is a digital service. If we ever offer a one-off purchase — a perpetual licence rather than a subscription — that would be digital content, the rules would differ, and we would say so at the point of sale.

15. Refunds

15.1 Beyond the statutory right of withdrawal (clause 14) and statutory conformity remedies (clause 25.2), refunds are governed by the Subscription and Cancellation Policy. Beyond your statutory rights, we will publish a refund policy before any plan goes on sale.

15.2 Nothing in this clause limits your statutory rights as a consumer, including your rights where the digital content or service is not in conformity with the contract.

16. Availability, maintenance and changes

16.1 We aim to keep the Services available and functioning, but we do not commit to a specific level of availability unless a separate service level agreement says otherwise. (no service level agreement is offered today)

16.2 Maintenance. We may carry out planned maintenance, and will try to schedule it to minimise disruption and to give advance notice where reasonably practicable. Urgent maintenance may be carried out without notice.

16.3 Changes to features. We may add, modify or remove features. Where a change materially and negatively affects a feature you are paying for, we will give you reasonable prior notice and, if you are a consumer, your rights under Directive (EU) 2019/770 as transposed in Italy apply — including, in the cases provided by law, the right to terminate.

16.4 We may discontinue the Services or a plan. Where you are a paying customer, we will give reasonable prior notice and a fair opportunity to export your data (clause 24), and will refund any amount paid for a period not supplied.

16.5 Dependencies. Parts of the Services depend on third parties (hosting, email delivery, identity providers, AI Providers). Interruptions caused by them may affect the Services. See clause 22.

17. Fair use

17.1 The Services are provided for legitimate use consistent with the plan you hold.

17.2 We may apply reasonable technical limits — for example on request rates, concurrent sessions, agents, devices or stored items — to protect the stability of the Services and fairness among users. Limits applicable to your plan will be published.

17.3 If your use materially exceeds normal use for your plan, we will contact you first and try to agree a solution, before taking any restrictive measure — unless the use is causing immediate harm to the Services or to other users.

17.4 Automated access to our APIs is permitted only as documented and within published limits.

18. Acceptable use

18.1 Your use of the Services must comply with the Acceptable Use Policy, which forms part of these Terms.

18.2 You must also comply with the terms of any AI Provider or third-party tool you use through PromptOps.

19. Organisation accounts: Team and Enterprise

19.1 Where an Organisation holds a plan, the Organisation is our customer, and the individuals using seats are its users.

19.2 Administrators. The Organisation designates Administrators, who may — depending on the features available — add and remove users, manage the plan, and access certain workspace-related information belonging to the Organisation.

19.3 Transparency to users. The Organisation is responsible for informing its users about the administration powers exercised over their accounts and about any monitoring it performs, in accordance with applicable data protection and employment law. In Italy this includes the constraints of art. 4 of Law 300/1970 (Statuto dei Lavoratori) on remote monitoring of workers. In Italy this includes art. 4 of Law 300/1970, which restricts remote monitoring of workers. The obligation falls on the employer, not on us — but we would rather flag it than let a customer walk into it.

19.4 Responsibility. The Organisation is responsible for its users' compliance with these Terms and the Acceptable Use Policy.

19.5 Data protection roles. Where we process personal data on behalf of an Organisation, a data processing agreement may be required. Contact us to discuss it. We act as controller for your account and as processor for content we handle on the Organisation's instructions.

19.6 When a user leaves an Organisation, the Organisation may reclaim the seat. Content that user created within the Organisation's workspaces stays with the Organisation; content in their personal account stays with them. Where the boundary is unclear, we will ask before doing anything irreversible.

20. Your content

20.1 You own your content. Prompts, prompt library entries, session and workspace names, configurations and any other User Content remain yours. We claim no ownership.

20.2 Licence to operate the Services. You grant us a limited, non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit and display your User Content solely to the extent necessary to:

provide the Services to you (including synchronisation, restore and display);
create backups and ensure continuity;
provide support, where you request it and to the extent needed;
comply with a legal obligation.

20.3 What this licence is not. It does not allow us to use your User Content to train AI models, to sell it, to disclose it to third parties for their own purposes, or to use it for advertising. This is a binding commitment, not a statement of current practice: were we ever to want to use your content to improve our products, we would need a separate legal basis and your explicit opt-in, and we would ask for it.

20.4 The licence ends when the content is deleted, except for copies retained in backups for the period stated in the Privacy Policy, and for any copy we must retain by law.

20.5 You are responsible for holding the rights necessary to submit your User Content, and for its lawfulness.

21. Prohibited content

21.1 You must not use the Services to store, transmit or process content that:

is unlawful, or whose processing would be unlawful;
infringes intellectual property or other rights of third parties;
constitutes child sexual abuse material, incitement to violence, terrorist content, or otherwise falls within categories of manifestly illegal content;
contains malware or is designed to compromise systems;
is defamatory or violates the personality rights or privacy of others;
consists of the personal data of third parties which you have no lawful basis to process.

21.2 Reporting unlawful content. Parts of the Services let you publish content — prompts you mark as public are visible to others, including people who are not signed in. Because of that, Regulation (EU) 2022/2065 (the Digital Services Act) applies to us.

If you believe content published through the Services is unlawful, tell us at luca.mangiacotti@shellonback.com, including:

where the content is (a link, or enough detail to find it);
why you believe it is unlawful;
your name and email, unless the report concerns offences against children or sexual offences, for which you may report anonymously;
a statement that your report is made in good faith and is accurate to the best of your knowledge.

21.3 What we do with a report. We acknowledge receipt, assess the report without undue delay and in a non-arbitrary way, and tell you the outcome and the reasons for it. Where we use automated means at any stage, we say so.

21.4 If we restrict something of yours. Where we remove content, restrict its visibility, suspend a service or terminate an account, we give the person affected a clear statement of reasons: what we did, why, whether the ground was the law or these Terms, whether automated means were involved, and how to contest it. This applies whether we acted on a report, on our own initiative, or on an order from an authority.

21.5 Contesting a decision. Write to us at the address above. A person — not an automated process — will review it. You keep the right to bring the matter before a court, and this internal review is not a precondition for doing so.

21.6 Point of contact. For users and for authorities: luca.mangiacotti@shellonback.com. Communications are handled by a person; we do not require you to use an automated channel.

21.7 Scale. Shellonback is a micro enterprise within the meaning of Recommendation 2003/361/EC. Under art. 19 DSA, the obligations in Section 3 of Chapter III of that Regulation do not apply to us. The obligations described above are those that do apply, and we apply them.

22. AI providers and third-party dependencies

22.1 PromptOps orchestrates AI Providers and tools that you choose. We are not a party to your contract with them and do not supply their services.

22.2 Your prompts, context, files and code may be transmitted directly to the AI Provider you select, under that provider's terms.

22.3 We do not control, and are not responsible for, an AI Provider's availability, pricing, data retention, model training practices, security, output quality or continued existence.

22.4 If an AI Provider changes or discontinues its service, the corresponding functionality in PromptOps may stop working. This is not a breach of these Terms by us, although clause 16.3 may apply if it materially affects a paid feature.

22.5 Full detail: AI and Third-Party Providers Notice.

23. Suspension and termination

23.1 By you. You may stop using the Services at any time, cancel a subscription under clause 13, and delete your account under clause 24.

23.2 By us. We may suspend or terminate your access where:

(a) you materially breach these Terms or the Acceptable Use Policy and, if the breach can be remedied, fail to remedy it within a reasonable period after notice;
(b) your use creates a serious and immediate risk to the Services, to other users or to third parties;
(c) payment for a paid plan remains outstanding after the period in clause 9.6;
(d) we are required to act by law or by a binding order.

23.3 Proportionality. We will use the least restrictive measure capable of addressing the problem, and will tell you the reason, unless prohibited by law.

23.4 Review. You may contest a suspension or termination by writing to us. We will review and respond. We respond within 30 days.

23.5 On termination for a reason not attributable to you, we will refund amounts paid for services not supplied.

24. Data export and deletion

24.1 Export. You can request an export of your account data through the in-app privacy function. It includes your profile, your consent history, your sessions and workspaces, your usage metrics and your saved prompts, in a structured, machine-readable format. It does not include security logs, or data inferred by us rather than provided by you.

24.2 Account deletion. You can request deletion of your account through the in-app function. On deletion we remove or irreversibly anonymise the personal data associated with your account, save for data we must retain by law or for the establishment, exercise or defence of legal claims (for example records of consent, audit and security logs, and accounting records).

24.3 Detail of what is deleted, what is retained and for how long: Privacy Policy.

24.4 For Organisation accounts, the Organisation's Administrator manages seats; deletion of the Organisation's account is handled separately. For organisation accounts, deletion is requested by an administrator and follows the same rules, with 30 days for the organisation to export.

24.5 Data stored locally on your own devices is not affected by account deletion and remains under your control.

25. Liability

25.1 What is never excluded. Nothing in these Terms excludes or limits our liability for death or personal injury caused by negligence, for wilful misconduct or gross negligence (art. 1229 Italian Civil Code), for fraud, or for any liability that cannot lawfully be excluded — including consumers' statutory rights.

25.2 Consumers. If you are a consumer, our liability is determined by law. You retain in particular the remedies for lack of conformity of digital content and digital services under Directive (EU) 2019/770 as transposed in Italy (D.lgs. 173/2021). Clause 25.3 does not apply to you.

25.3 Business users. If you are a business user, then subject to clause 25.1:

(a) we are not liable for indirect or consequential loss, loss of profit, revenue, business, goodwill, or loss or corruption of data;
(b) our total aggregate liability is limited to the greater of (i) the amounts you paid us in the twelve months before the event, and (ii) EUR 500.

25.4 Subject to clause 25.1, we are not liable for loss arising from: actions taken by AI agents or third-party tools you have run or authorised; the content or security of AI output; third-party providers' acts or omissions; your failure to keep backups; or unauthorised access caused by your failure to keep credentials secure.

25.5 Clause 25.1 exists because art. 1229 of the Italian Civil Code voids any advance limitation of liability for wilful misconduct or gross negligence, and because arts. 33-36 of the Codice del Consumo void unfair terms against consumers. We would rather state those limits up front than write a clause that quietly fails when it matters.

26. Changes to these terms

26.1 We may amend these Terms, for example to reflect changes to the Services, to our plans, or to legal requirements.

26.2 Non-material changes take effect on publication. Material changes will be notified in advance — at least 30 days — through the Services, by email, or both.

26.3 For material changes you will be asked to accept the new version. If you do not accept, you may terminate; for paid plans, clause 16.4 and the Subscription Policy apply.

26.4 If you are a consumer and a change is to your detriment, you may terminate without cost before it takes effect.

26.5 Each version is identified by version number and effective date; previous versions remain retrievable.

27. Governing law and jurisdiction

27.1 These Terms are governed by Italian law, excluding conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

27.2 Consumers. If you are a consumer habitually resident in the EU, clause 27.1 does not deprive you of the protection of the mandatory provisions of the law of your country of residence (Rome I, art. 6). Proceedings may be brought before the courts of your place of residence, and we will sue you only there (Brussels I bis, art. 17-19).

27.3 Business users. The courts of Turin, Italy, have exclusive jurisdiction.

27.4 We do not impose arbitration and do not require you to waive collective redress. Nothing here limits your access to the courts.

28. Complaints and dispute resolution

28.1 Please contact us first at luca.mangiacotti@shellonback.com. We will try to resolve the matter directly. We respond within 30 days.

28.2 The European Commission's ODR platform closed on 20 July 2025 (Regulation (EU) 2024/3228). Consumers may still use a national alternative dispute resolution body, or contact the European Consumer Centre for their country. We are not currently bound to any specific ADR scheme.

28.3 Consumers may also address the competent national consumer authority.

29. Contact

SHELLONBACK SRL All enquiries (general, legal, privacy, security): luca.mangiacotti@shellonback.com Registered office: Via Stupinigi 29, 10092 Beinasco (TO), Italy PEC: shellonback@pec.it Website: https://promptops.it

30. Version history

Version	Date	Status	Changes
1.0	28 March 2026	Superseded	Initial version
2.0	2 August 2026	Full rewrite. Consumer/business distinction, EU withdrawal rights, EULA split, AI provider allocation of responsibility, DSA and organisation clauses.

If you spot something in this document that looks wrong or unclear, write to us — we would rather fix it than defend it.