Terms and Conditions of Service

1. Acceptance of terms

Use of the Service constitutes full and unreserved acceptance of these Terms. If the Client does not agree with any of the conditions, they must not use the Service. The person accepting these Terms declares that they have the legal capacity to bind the company they represent.

These Terms prevail over any general conditions that the Client may attempt to impose, unless there is a specific written agreement to the contrary signed by Allera.

2. Service description

Allera is an AI inventory intelligence platform for multi-store retail brands. The Service includes, depending on the contracted plan:

• Weekly AI scan of every SKU across every location, identifying where margin is at risk.
• Prioritized action brief ranked by margin impact: transfers, repricing, and clearance.
• Team review, adjustment, and confirmation of recommendations.
• Direct integration with management systems, ERPs, and e-commerce platforms, or CSV file upload.
• Technical support and onboarding according to the contracted plan.

The exact features, included store limits, and support conditions are detailed in the chosen plan, which forms an integral part of these Terms.

3. User accounts and access

The Client is responsible for maintaining the confidentiality of access credentials and for all activities carried out from their account. They must notify us immediately of any unauthorized use or security breach.

Allera may suspend access if it detects activity that violates these Terms or poses a security risk to the platform or other users.

The Client may create additional users within the limits of their plan. Each user must be an identified individual; sharing credentials among multiple people is not permitted.

4. Commercial terms and billing

Pricing. Current prices are those published on the Allera pricing page or agreed in writing in the commercial proposal accepted by the Client. Prices do not include applicable taxes (VAT or others), which will be invoiced in accordance with applicable regulations.

Billing. The Service is billed in advance, monthly or annually depending on the contracted plan. Billing begins on the account activation date.

Payment. Payment must be made within 15 calendar days from the invoice issuance date. Non-payment for more than 30 days may result in suspension of access to the Service.

Plan changes. The Client may request a plan change at any time. Upgrades take immediate effect and are prorated. Downgrades take effect at the start of the next billing period.

Refunds. Payments already made are non-refundable, except in the case of material breach by Allera or as required by applicable consumer protection regulations.

Price adjustments. Allera may modify its prices with 60 days' notice. If the Client does not accept the new price, they may cancel the service before the effective date of the change without penalty.

5. Data and intellectual property

Client data. The Client is the sole owner of the data they upload to the platform (sales data, inventory, SKUs, etc.). Allera does not acquire any ownership rights over that data. The Client grants Allera a limited, non-exclusive, and revocable license to process that data solely for the purpose of providing the Service.

Allera intellectual property. The platform, machine learning models, algorithms, design, source code, documentation, and any other component of the Service are the exclusive property of Allera and are protected by applicable intellectual property laws. The Client acquires no rights over them beyond the limited use enabled by the contracted subscription.

Aggregated and anonymized data. Allera may use anonymized and aggregated data derived from platform usage to improve its models and services, provided that the Client and their specific data cannot be identified from that information.

Data portability. At the end of the contract, the Client may request the export of their data in standard format within 30 days following termination. After that period, Allera may permanently delete it.

6. Personal data processing (DPA)

To the extent that the Client transfers personal data of third parties (e.g., employee data) to Allera in the context of platform use, Allera acts as data processor and the Client as data controller. Allera will process that data only under the Client's documented instructions and in accordance with applicable data protection laws.

The full terms of personal data processing are set out in the Privacy Policy. By accepting these Terms, the Client also accepts the content of the Privacy Policy as it relates to data processing.

Clients with specific contractual requirements regarding data protection (e.g., DPA with custom clauses) must request this before service activation by writing to info@allera.io.

7. Acceptable use

The Client agrees not to:

• Use the Service for any illegal purpose or in violation of third-party rights.
• Attempt to access parts of the platform for which they are not authorized.
• Reverse engineer, decompile, or disassemble any component of the Service.
• Use the Service to develop a competing product.
• Transmit viruses, malware, or any harmful code through the platform.
• Deliberately overload the Service infrastructure through denial-of-service attacks or other abusive techniques.
• Assign, sublicense, or resell access to the Service to third parties without Allera's written authorization.

8. Service level (SLA)

Allera commits to maintaining platform availability of at least 99.5% monthly, excluding scheduled maintenance windows (which will be communicated with at least 48 hours' notice) and force majeure events.

In the event of SLA non-compliance in a given month, the Client will be entitled to a proportional credit on their next invoice, according to the following scale:

• Availability between 99.0% and 99.5%: 5% credit of the monthly value.
• Availability between 95.0% and 99.0%: 15% credit of the monthly value.
• Availability below 95.0%: 30% credit of the monthly value.

Credits must be requested by the Client within 15 days following the incident. For Enterprise plans, additional SLAs with specific contractual penalties can be negotiated.

9. Confidentiality

Both parties acknowledge that, within the framework of the contractual relationship, they may access confidential information of the other party (business data, strategies, prices, internal processes, technical data). Each party commits to:

• Maintain strict confidentiality regarding that information.
• Use it only for the purposes provided for in this contract.
• Not disclose it to third parties without the prior written consent of the other party, except as required by law.
• Protect it with the same level of care applied to their own confidential information (and no less than reasonable care).

This confidentiality obligation survives for 3 years after the termination of the contract.

10. Warranties and limitation of liability

Allera warranties. Allera warrants that the Service will function substantially in accordance with its documentation during the contracted period and that it will take reasonable measures to protect the Client's data.

No other warranties. Except as expressly stated, the Service is provided "as is". Allera does not warrant that the Service will be uninterrupted, error-free, or that the results obtained will be accurate or sufficient for any specific business purpose of the Client. Platform recommendations are advisory, and the final decision always rests with the Client's team.

Limitation of liability. In no event shall Allera be liable for indirect, incidental, special, punitive, or consequential damages (including loss of profits, data loss, or reputational damage) arising from the use or inability to use the Service, even if informed of the possibility of such damages.

Allera's total liability to the Client for any claim arising from these Terms shall be limited to the total amount paid by the Client in the 12 months prior to the event giving rise to the claim.

11. Indemnification

The Client agrees to indemnify and hold Allera and its directors, employees, and agents harmless from any claim, loss, damage, liability, and expense (including reasonable attorney fees) arising from: (i) the Client's breach of these Terms; (ii) the Client's use of the Service in violation of the law; or (iii) the Client's infringement of third-party rights.

12. Term and termination

Term. The contract comes into effect on the account activation date and remains in effect until terminated pursuant to this section.

Termination by the Client. The Client may cancel their subscription at any time from the account panel or by sending written notice to info@allera.io. Cancellation takes effect at the end of the current billing period; no refunds are made for unused time.

Termination by Allera. Allera may terminate the contract with 30 days' notice for any reason, or immediately in the event of material breach by the Client (including non-payment for more than 30 days or violation of acceptable use conditions).

Effects of termination. Upon termination of the contract: (i) the Client's access to the Service ceases; (ii) the Client has 30 days to export their data; (iii) both parties are released from their obligations, except those that by their nature survive (confidentiality, intellectual property, limitation of liability).

13. Service changes

Allera may modify the Service (including features, interfaces, and pricing) and these Terms at any time. Changes to the Terms will be notified by email or via notice on the platform with at least 30 days' notice for non-price-related changes, and 60 days for price changes.

If the Client does not accept the changes, they may terminate the contract before the effective date without penalty. Continued use of the Service after that date implies acceptance of the modifications.

14. Governing law and jurisdiction

These Terms are governed by the laws of the Republic of Argentina. For any dispute arising from these Terms, the parties agree to submit to the exclusive jurisdiction of the ordinary courts of the Autonomous City of Buenos Aires, waiving any other jurisdiction that might apply.

The parties will attempt to resolve any dispute in good faith through direct negotiation for a period of 30 days before resorting to the courts.

15. Contact

For any inquiries about these Terms or for formal notifications related to the contract:

• Email: info@allera.io

Formal written notices must be sent to the email address indicated, and will be considered received on the next business day after sending, provided no delivery failure notice is received.