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Terms and Conditions — retailadvantage.ai

Last updated: 13 May 2026 Effective date: 13 May 2026

1. Who we are and how to reach us

These Terms and Conditions ("Terms") govern access to and use of the SaaS platform available at https://www.retailadvantage.ai (the "Platform" or "Service"), operated by:

Orange IT Services SA Corso San Gottardo 34, 6830 Chiasso, Switzerland Swiss UID: CHE-274.020.172 Contact: support@retailadvantage.ai

("Orange IT", "we", "us", "our").

By creating an account, clicking "I accept", or using the Platform, the entity you represent ("Customer", "you") agrees to these Terms. If you do not have authority to bind your organisation, you must not use the Platform.

The Platform is offered exclusively to businesses (B2B). It is not intended for, and may not be used by, consumers acting outside their trade, business, craft, or profession.

2. Definitions

  • Account — the Customer's authenticated workspace on the Platform.
  • Authorised User — an individual whom the Customer authorises to use the Platform under its Account (e.g., employees, contractors).
  • Connected Platforms — third-party services that the Customer connects to its Account via OAuth or API, including Google Ads, Meta Ads, TikTok Ads, Shopify, Google Analytics.
  • Customer Data — all data that the Customer or its Authorised Users submit, upload, or that the Platform reads from Connected Platforms.
  • Credits — the consumption units used to access AI-powered features (see Section 5).
  • AI Outputs — outputs generated by the Platform's machine-learning components (e.g., optimised product feeds, bid recommendations, audience suggestions, ad copy).
  • Documentation — the Platform's user manuals, in-app help, and integration guides as updated from time to time.

3. Eligibility and accounts

3.1 To use the Platform you must (a) be a legal entity or sole trader; (b) have the authority to enter these Terms; and (c) not be located in a country subject to a Swiss or EU embargo, nor on a Swiss/EU/US sanctions list.

3.2 You must provide accurate, current, and complete information when registering and keep it up to date.

3.3 You are responsible for the acts and omissions of your Authorised Users. You must keep credentials confidential and notify us immediately of any unauthorised access at support@retailadvantage.ai.

4. The Service

4.1 The Platform analyses Customer Data from Connected Platforms and generates AI Outputs that suggest improvements to product feeds, advertising campaigns, audiences, and bids.

Example: Customer connects its Google Ads and Shopify accounts. The Platform ingests campaign metrics and 24 months of orders, identifies under-performing ads and bestsellers, and proposes a revised product feed plus bid adjustments. Customer reviews and chooses whether to push the changes back to Google Ads.

4.2 We may update, modify, or discontinue features at any time. We will not materially degrade the core paid functionality during a paid period without offering a pro-rata refund of unused, paid-for Credits.

4.3 AI Outputs are recommendations, not guarantees. They are generated by probabilistic models and may be inaccurate, incomplete, or unsuitable. Customer is solely responsible for reviewing AI Outputs before applying them to its ad accounts or stores. We do not guarantee any specific advertising performance, ROAS, conversion rate, or revenue outcome.

5. Credits, billing, and overage

5.1 Inclusive allowance. Each subscription month, the Account receives 100 Credits included in the base subscription. Credits reset at the start of each billing month and do not roll over.

5.2 Overage. Once the inclusive allowance is exhausted, additional usage is billed on a pay-as-you-go basis at the overage rate published on https://www.retailadvantage.ai/en/pricing at the time of consumption. The rate in force at the moment a Credit is consumed applies to that Credit.

Example: in May the Customer consumes 240 Credits. The first 100 are included; the remaining 140 are charged at the published overage rate and invoiced together with the May subscription fee.

5.3 Credit consumption. One unit of Credit corresponds to a unit of AI computation as defined in the Documentation and pricing page. The conversion table for each AI feature (feed optimization, campaign analysis, ad-copy generation, etc.) is published on https://www.retailadvantage.ai/en/pricing and may be updated from time to time on at least 30 days' notice for material changes.

5.4 Payment. All fees are stated in Swiss Francs (CHF) unless otherwise indicated on the pricing page, and are exclusive of VAT and other applicable taxes, which the Customer is responsible for. Invoices are issued monthly in arrears (overage) and at the start of each billing period (subscription).

5.5 Payment terms. Invoices are payable within 15 days of issuance. Late payments accrue interest at 5% per annum (Swiss CO Art. 104) and may result in suspension of the Account after 7 days' written notice.

5.6 No refunds. Except where (a) required by mandatory law, (b) Orange IT terminates the Account for its own convenience, or (c) Orange IT materially degrades the Service per Section 4.2, fees and consumed Credits are non-refundable.

5.7 Price changes. We may change pricing on 30 days' written notice. Price changes take effect at the start of the Customer's next billing period.

6. Customer obligations and acceptable use

6.1 The Customer must:

  • Use the Platform in compliance with applicable laws and the policies of each Connected Platform (Google Ads policies, Meta advertising standards, Shopify acceptable-use policy, TikTok community guidelines).
  • Have all rights, consents, and legal bases necessary to submit Customer Data and to authorise our processing of it.
  • Keep its OAuth tokens, API keys, and Authorised User credentials secure.

6.2 The Customer must not:

  • Reverse-engineer, decompile, or attempt to derive source code of the Platform, except to the extent allowed by mandatory law.
  • Use the Platform to advertise illegal products or content (e.g., counterfeit goods, regulated substances without the required permits, adult content directed at minors, defamatory content).
  • Resell, sublicense, or provide the Platform as a service to third parties without our prior written consent.
  • Use the Platform to build a competing product or to benchmark for purposes of building a competing product.
  • Use automated means to access the Platform beyond the rate limits in the Documentation.
  • Upload malware, attempt to disrupt the Platform, or circumvent technical limits or credit metering.
  • Submit personal data of special categories (Art. 9 GDPR / Art. 5 FADP) — health, biometric, political opinions, etc. — into the Platform.

6.3 The Customer is responsible for its own advertising and commercial decisions, including any decision to apply an AI Output to a live ad account.

7. Connected Platforms and third-party services

7.1 By connecting a third-party account, the Customer authorises Orange IT to access and process the data required to deliver the Service, subject to the scopes the Customer approves.

7.2 Third-party platforms may change, restrict, or terminate their APIs at any time. Orange IT is not liable for resulting feature unavailability beyond reasonable mitigation efforts.

7.3 The Customer's use of each Connected Platform remains governed by its own terms with that provider. Orange IT is not a party to those agreements.

8. Intellectual property

8.1 Customer Data. The Customer retains all rights, title, and interest in and to Customer Data. The Customer grants Orange IT a worldwide, non-exclusive, royalty-free licence to host, process, copy, transmit, and display Customer Data solely to provide and improve the Service during the term and as required to support the Customer.

8.2 Platform. Orange IT (and its licensors) retain all rights, title, and interest in and to the Platform, its software, models, algorithms, dashboards, UI, Documentation, and any improvements thereto. Nothing in these Terms transfers ownership of the Platform to the Customer.

8.3 AI Outputs. Subject to the Customer's payment of fees, Orange IT grants the Customer a perpetual, worldwide, non-exclusive, royalty-free licence to use, copy, modify, and distribute the AI Outputs generated for that Customer in connection with the Customer's business (including its own ad campaigns and product feeds). Orange IT retains ownership of the underlying models, prompts, prompt templates, and aggregated/de-identified statistics derived from operating the Service.

8.4 Aggregated data. Orange IT may use Customer Data in aggregated and de-identified form (i.e., that does not identify the Customer, any individual, or any specific campaign or product) to operate, benchmark, secure, and improve the Service.

8.5 Feedback. If the Customer provides suggestions or feedback, the Customer grants Orange IT a perpetual, irrevocable, royalty-free licence to use it without obligation.

9. Confidentiality

9.1 Each party may receive "Confidential Information" from the other — including the Platform's non-public features, Customer Data, pricing, and business plans.

9.2 The receiving party will (a) use Confidential Information only to perform under these Terms; (b) protect it with at least the same care it uses for its own confidential information and no less than reasonable care; and (c) not disclose it except to personnel and subcontractors bound by confidentiality and on a need-to-know basis.

9.3 Confidentiality obligations survive for 5 years after termination of the Account, except trade secrets, which survive for as long as they remain trade secrets under applicable law.

10. Data protection

10.1 Each party will comply with applicable data-protection laws, including the Swiss FADP, EU/UK GDPR, and any other applicable laws (e.g., CCPA/CPRA).

10.2 Where Orange IT processes personal data of the Customer's end-customers (e.g., contained in Connected-Platform Data), Orange IT acts as a processor for the Customer. A Data Processing Addendum (DPA) is incorporated by reference and forms part of these Terms (available at retailadvantage.ai/legal/dpa or on request).

10.3 The Privacy Policy at retailadvantage.ai/legal/privacy describes our processing as a controller (account data, billing data, usage data) and is part of these Terms.

11. Warranties and disclaimers

11.1 Each party warrants that it has the legal authority to enter these Terms.

11.2 Orange IT warrants that the Service will be provided with reasonable skill and care.

11.3 EXCEPT AS EXPRESSLY STATED, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". Orange IT disclaims all other warranties, express or implied — including merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation. No service-level agreement applies unless agreed in a separate written order. Best-effort availability is provided.

11.4 Orange IT does not warrant any specific business outcome from AI Outputs (e.g., ROAS, conversion uplift, revenue) — see Section 4.3.

12. Limitation of liability

12.1 Excluded damages. To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenues, lost data, lost goodwill, or business interruption, even if advised of the possibility.

12.2 Cap. Each party's aggregate liability under or in connection with these Terms is capped at the fees actually paid by the Customer to Orange IT for the Service in the 12 months preceding the event giving rise to the claim.

12.3 Exclusions from the cap. The cap and exclusion of indirect damages do not apply to: (a) the Customer's payment obligations; (b) either party's indemnification obligations under Section 13; (c) breach of confidentiality (Section 9) or intellectual-property infringement (Section 8); (d) gross negligence or wilful misconduct; (e) any liability that cannot be limited under mandatory Swiss law.

Example: the Customer paid Orange IT CHF 2,400 in subscription + overage fees over the last 12 months. The aggregate cap is CHF 2,400 for ordinary claims; payment obligations and confidentiality/IP/wilful-misconduct claims are uncapped.

13. Indemnification

13.1 By the Customer. The Customer will defend Orange IT against third-party claims arising from (a) Customer Data infringing third-party rights or violating law; (b) the Customer's use of AI Outputs (e.g., in its advertising); (c) breach by the Customer of Section 6 (Acceptable Use); and will pay damages and costs finally awarded or reasonably settled.

13.2 By Orange IT. Orange IT will defend the Customer against third-party claims that the Platform, when used in accordance with these Terms, infringes a third-party intellectual-property right valid in Switzerland or the EU, and will pay damages and costs finally awarded or reasonably settled. Orange IT may at its option (a) procure the right to continued use; (b) modify the Platform to be non-infringing; or (c) terminate the Account and refund pre-paid, unused fees.

13.3 Process. The indemnified party must (i) promptly notify the indemnifier; (ii) give the indemnifier sole control of the defence and settlement (without admitting liability on the indemnified party's behalf); and (iii) reasonably cooperate.

14. Term and termination

14.1 Term. These Terms commence when the Customer creates an Account and continue until terminated.

14.2 Termination for convenience.

(a) By the Customer. The Customer may cancel its subscription at any time via Account settings or by writing to support@retailadvantage.ai. Cancellation stops auto-renewal at the end of the then-current billing cycle. Access to paid features remains active until the end of that cycle. Already-paid subscription fees and consumed Credits are non-refundable.

(b) By Orange IT. Orange IT may terminate by giving 30 days' written notice to the Account admin. In this case, Orange IT refunds pre-paid, unused subscription fees on a pro-rata basis.

14.3 Termination for cause. Either party may terminate immediately if the other (a) materially breaches these Terms and fails to cure within 15 days of written notice; (b) becomes insolvent or files for bankruptcy.

14.4 Suspension. Orange IT may suspend the Account immediately, with notice where reasonably possible, if (a) fees are overdue beyond Section 5.5; (b) the Customer breaches Section 6 in a manner that creates a security, legal, or platform-policy risk; (c) Orange IT is required to do so by law or by a Connected Platform.

14.5 Effect of termination. Upon termination: (i) the Customer's access to the Platform ends; (ii) the Customer may export its data within 30 days via the Platform's export tools; (iii) Orange IT will delete Customer Data per the Privacy Policy retention schedule; (iv) all amounts then due become immediately payable.

14.6 Survival. Sections 5.4–5.6 (payment), 8 (IP), 9 (Confidentiality), 10 (Data protection — to the extent applicable to retained data), 11 (Disclaimers), 12 (Liability), 13 (Indemnification), 14.5–14.6, 16 (Governing law), and 17 (Miscellaneous) survive termination.

15. Changes to these Terms

15.1 We may amend these Terms from time to time. We will notify Customer admins by email and/or in-app at least 30 days before changes take effect, except for changes required by law or addressing a security issue, which may take effect sooner.

15.2 If a change materially and adversely affects the Customer, the Customer may terminate the Account with effect from the change date and receive a refund of pre-paid, unused subscription fees.

15.3 Continued use of the Platform after the effective date of a change constitutes acceptance.

16. Governing law and jurisdiction

16.1 These Terms are governed by the substantive laws of Switzerland, excluding (a) Swiss conflict-of-laws rules and (b) the United Nations Convention on Contracts for the International Sale of Goods (CISG).

16.2 Any dispute arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the ordinary courts of Lugano, Canton Ticino, Switzerland.

16.3 Nothing in this Section prevents Orange IT from seeking injunctive relief in any competent court to protect its intellectual-property rights or Confidential Information.

17. Miscellaneous

17.1 Entire agreement. These Terms, the Privacy Policy, the DPA, and any order form together constitute the entire agreement and supersede any prior or contemporaneous understandings.

17.2 Order of precedence. In case of conflict: (a) an executed order form; (b) the DPA (for personal-data matters); (c) these Terms; (d) the Privacy Policy; (e) the Documentation.

17.3 No waiver. Failure to enforce a provision is not a waiver.

17.4 Severability. If any provision is held invalid or unenforceable, the rest remains in force, and the invalid provision is to be replaced by a valid provision approximating the original intent.

17.5 Assignment. The Customer may not assign or transfer these Terms without Orange IT's prior written consent. Orange IT may assign in connection with a merger, acquisition, or sale of all or substantially all of its assets, on written notice.

17.6 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control (natural disasters, war, terrorist acts, government action, internet/cloud outages, third-party platform outages).

17.7 Notices. Notices to Orange IT must be sent to support@retailadvantage.ai with a copy to the registered office. Notices to the Customer are sent to the email address on file for the Account admin.

17.8 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, or agency relationship.

17.9 Language. These Terms are provided in English. If translated, the English version prevails in case of conflict.

Contact Orange IT Services SA Corso San Gottardo 34, 6830 Chiasso, Switzerland UID: CHE-274.020.172 support@retailadvantage.ai