Terms of Service

Version: Draft 0.1 · 30 September 2026 · In force from [EFFECTIVE DATE]

These terms are the contract between [COMPANY LEGAL NAME] ("Otto", "we", "us") and the business that buys Otto ("you"). Otto is sold to businesses only. Our company details are on the Company information page.

The short version. It does not replace the terms below.

• Otto is for businesses. When you sign up, you confirm that you are acting for a business, not as a consumer.
• You can try Otto free for 7 days, without a card. Nothing is charged at the end of the trial: to continue, you choose a plan and pay yourself.
• Nothing is published and no ad money is spent without your approval. You are the publisher and the advertiser.
• Your ad spend goes from your own ad accounts straight to Meta and Google. We never hold it.
• You pay monthly or yearly and can cancel any time. Your plan then runs to the end of the period you paid for.
• You get your money back if you ask within 14 days of your first payment.
• You own what Otto makes for you. We keep the software, templates and know-how that make it.

1. Who these terms are for

1.1 Otto is a service for businesses. By buying Otto or setting it up, you confirm that you act in the course of a trade, business or profession, and that you have authority to accept these terms for that business. Otto is not offered to consumers. Review: is this exclusion effective in NL (Book 6 and 7 BW) and IE (Consumer Rights Act 2022) when the checkout is open to anyone? The checkout asks for a billing address and offers a VAT ID field and says Otto is for businesses; should the VAT ID be required (Stripe can require it where it is supported)?

1.2 These terms consist of this document, the Data Processing Agreement (which is part of the contract), and the description of your plan on our pricing page when you bought it. If the DPA and these terms conflict on personal data, the DPA wins. Our Privacy Policy, Cookie notice and AI transparency statement explain how we work; they are information, not contract terms.

1.3 Your own general terms or purchasing conditions do not apply, even if you refer to them. Review: explicit rejection under NL art. 6:225(3) BW.

2. What Otto does

2.1 Otto is an AI marketing service. Once you give it your website address and connect your accounts, Otto:

• reads your public website to build a brand profile: what you sell, how you sound, your colours and your customers' words;
• plans a content calendar and writes and designs posts, stories, reels and ads;
• sends you each post, and each month's paid-ads plan, for approval in the Otto app, by e-mail or in Telegram;
• publishes the posts you approve to your Facebook and Instagram accounts (LinkedIn on request);
• if your plan includes paid ads, creates and runs campaigns in your own Meta and Google Ads accounts within the budgets you approve, reports on them every morning, and pauses campaigns that break the limits you set;
• watches your competitors' public ads and tells you when your results drop.

2.2 What each plan includes (number of brands, posts and reels, ad networks, the monthly band of ad spend we manage, and human support) is shown on our pricing page when you buy. We improve Otto all the time. We will not remove a main feature of your plan during a period you have already paid for. Review

2.3 Otto's drafts are made by software, using AI models from other companies (see Sub-processors and AI transparency). People on our team review some of the work, for example the monthly plan and ad matrix on the Growth and Scale plans.

2.4 We may offer features marked "beta" or "preview". They may change or stop, and section 14.2 applies to them in full.

3. Your account

3.1 You sign in to the Otto app with your Google account ("Sign in with Google"). You start with the free trial in sections 8.7 to 8.12, or buy a plan on the Billing page in the app, and set Otto up with your website address and a few answers. You decide which e-mail addresses may use your brand in Otto, you are responsible for what they do there, and you remove people who should no longer have access.

3.2 Set Otto up only for a website, a business and social accounts that you own or are authorised to manage. On the Agency plan you confirm that you have your clients' authority, and you are responsible for your clients' use of Otto as if it were your own.

3.3 Keep your contact details up to date. If Otto has read something wrong from your site (a price, a name, a colour), correct it in the app. Otto uses your version.

4. Approvals and publishing

4.1 Nothing Otto makes is published, and no campaign starts, until you approve it. You approve a post by tapping Approve in the app, in an e-mail or in Telegram. You approve paid campaigns by approving the month's paid plan: the campaigns, their dates, their budgets and their ads. Verify: the client can see every ad creative before approving the paid plan.

4.2 An approval by anyone signed in to your brand in Otto, or by the Telegram account you registered for approvals, counts as your approval. Our team approves on your behalf only when you have asked us to in writing (an e-mail or a message is enough).

4.3 If you do not answer, nothing is published. Otto reminds you and moves the post to a new slot for your approval.

4.4 You can choose to let some kinds of posts (your "trusted pillars") publish without approving each one. This is off unless you switch it on. While it is on, you approve in advance everything published under it. You can switch it off at any time.

4.5 You are the publisher and the advertiser. When you approve a post or an ad, you confirm that you have checked it and you take responsibility for publishing it: its claims, prices, offers, images, reviews and legal statements, and its compliance with the law and the platforms' rules. Otto's checks (your list of words to avoid, health-claim rules for health brands, compliance holds) help, but they are not legal advice and do not replace your review.

4.6 You can ask for changes before you approve. Once a post is live, you can remove it on the platform yourself, and we help if you ask.

5. Paid campaigns and ad spend

5.1 Your accounts, your money. Campaigns run in your own Meta ad account and Google Ads account, and Meta and Google charge your payment method directly. We never receive, hold or pass on ad money. Our fee is not a percentage of your ad spend, except for the Scale overage in 5.5.

5.2 Otto plans budgets from the monthly ad budget you give it, and you approve them. Otto does not raise a budget above what you approved. The platforms decide how a budget is spent within a day or week, and may spend more than the daily budget on some days while staying within their own averaging rules. Verify: current Meta and Google over-delivery rules before quoting them.

5.3 We do not promise results. The platforms decide who sees your ads, and results depend on your market, offer, website, prices and budget. We do not guarantee reach, leads, sales or return on ad spend.

5.4 You keep your ad accounts in good standing: verified, with a valid payment method, and in line with Meta's and Google's terms and advertising policies. The platforms may reject ads, restrict accounts or limit some categories (for example health and wellness). We tell you when we see that happen. Otto does not run political, electoral or social-issue ads.

5.5 Each plan includes managing ad spend up to a monthly band. In the first month your planned spend is above the band, Otto still plans the full budget and tells you. If it is above the band two months in a row, Otto plans up to the band and offers you the next plan. On Scale there is no band: above €15,000 of ad spend in a month we charge 2% of the spend above €15,000. We show that fee in the app before we charge it. Decision: how the Scale overage is billed (an extra item on the next Stripe invoice, or a separate invoice). Today the engine computes it and never charges it automatically.

5.6 Otto pauses a campaign when a limit you set is reached (for example your cost per lead), when its planned dates end, when your plan no longer includes paid ads, when your subscription ends, or when we use the pause in section 13. A pause can fail on the platform's side. When that happens we tell you straight away, so you can pause the campaign yourself in your account.

5.7 If you use a Meta pixel, a Google tag or similar tracking on your own website, it is yours: you are responsible for it and for your own cookie consent and privacy notice. Otto uses the pixel and conversion settings already in your ad accounts. It does not install anything on your website.

5.8 When a campaign uses a Meta lead form, the leads are collected by Meta in your account. Otto does not download lead form answers today. Engineering: if lead syncing is added, update this clause, the DPA and the Privacy Policy first.

6. Your responsibilities

6.1 Claims. Your offers, prices, product claims, health, nutrition or environmental claims, before-and-after images, testimonials and legal notices must be true, provable and lawful in every country you target. Tell Otto during setup, and later in the app, anything it must never say. Some sectors have their own rules, for example health and nutrition claims (EU Regulation 1924/2006), food supplements in the Netherlands (pre-clearance by the Keuringsraad), advertising codes (the Dutch Reclamecode, the ASAI code in Ireland), medicines and aesthetic treatments. Following them is your responsibility.

6.2 Reviews. Otto only uses reviews and customer quotes word for word as they appear on your website. You confirm that they are genuine and that you may use them in your marketing, including in ads.

6.3 Your materials. For every logo, photo, product image, video, piece of music or text you give Otto or publish on your website, you have the rights needed to use it in marketing, and the permission of the people shown in it.

6.4 Connections. You connect Meta and Google through their own sign-in pages; we never ask for your passwords. You give Otto the permissions it needs and can remove them at any time. Removing them stops publishing and paid campaigns.

6.5 Personal data. For the personal data in your accounts and on your website, you are the controller and we are your processor under the DPA. You are responsible for having a lawful basis and for your own privacy notice to your customers.

6.6 Your profiles. Some countries require extra information on business pages and in commercial messages (for example an imprint on German business profiles). Keeping your profiles and pages complete is your responsibility.

7. Acceptable use

7.1 You must not use Otto to:

• advertise anything that is illegal in a country you target, or products and services the platforms do not allow (for example weapons, illegal drugs, prescription-only medicines to the public, unlicensed gambling, adult content or deceptive financial schemes);
• make false or misleading claims, invent urgency or scarcity, or publish fake reviews or testimonials;
• present an AI-generated person as a real customer, or depict a real person without their consent;
• create images, video or audio that could be mistaken for a real person, place or event (deepfakes);
• remove, alter or hide the machine-readable AI labels (C2PA Content Credentials or IPTC metadata) in files Otto delivers, or re-save them in a way that strips those labels;
• run political, electoral or social-issue advertising;
• target or exclude people based on health, religion, ethnicity, sexual orientation, political opinion or other sensitive characteristics, or discriminate in housing, jobs or credit ads;
• infringe anyone's intellectual property, or name competitors in a misleading way;
• set Otto up for a website or business you are not authorised to act for;
• probe, overload or reverse-engineer Otto, get around its limits, or try to reach other clients' data;
• resell Otto, except on the Agency plan.

7.2 We may refuse to make, send or publish content that we reasonably believe breaks these rules, and we tell you why.

8. Fees, billing and taxes

8.1 Prices are in euro and exclude VAT. The price that applies is the one on our pricing page when you buy.

8.2 We sell Otto ourselves: we are the seller, and the contract and every invoice are between you and us. You pay on the Billing page in the Otto app. Stripe Payments Europe, Ltd. ("Stripe") processes the payment for us as our payment service provider; the payment form is Stripe's and runs inside our page, so your card or bank details go to Stripe and never to us. You can pay by card, SEPA Direct Debit, iDEAL or Bancontact (iDEAL and Bancontact set up a SEPA Direct Debit mandate for the renewals). Our name appears on your card or bank statement. Verify: before launch: the statement descriptor set in Stripe, and that every method listed here is switched on.

8.2a VAT. Prices exclude VAT. We add VAT where it is due, worked out by Stripe Tax from your billing address and VAT ID. If you are a business in another EU country than ours and give a valid VAT ID at checkout (or later on the Billing page), the reverse charge applies: we charge no VAT and you account for it. If you are in [OUR COUNTRY OF ESTABLISHMENT], we charge local VAT. You confirm that the VAT ID and address you give are correct and yours. Verify: with the accountant: our VAT registration, the reverse-charge wording on invoices, and the treatment of Irish customers. See research/EU-LAUNCH-AND-PRICING-2026-09.md §6.3, §9 and the 1 Oct 2026 decision.

8.3 Subscriptions are paid in advance and renew automatically at the end of each month or year until you cancel.

8.4 We issue a VAT invoice for every payment, generated in our name through Stripe Invoicing, and e-mail you a receipt. You find every invoice (online and as a PDF) on the Billing page. Decision: invoice numbering series and the legal details printed on invoices (company name, address, KvK / CRO number, VAT number) — set in Stripe before launch.

8.5 If a payment fails, we tell you in the app and by e-mail, and our payment service provider tries again over the next 2 weeks; you can update your payment method on the Billing page at any time, and we then retry at once. Otto keeps working while we retry. If the payment still fails after the last attempt, your subscription ends: we pause publishing and new campaigns for your brand and pause your live campaigns (section 10.3). Nothing is deleted, and everything resumes once you subscribe again. Decision: the retry schedule in Stripe (Smart Retries, up to 2 weeks) and "cancel the subscription" after the last retry.

8.6 We tell you at least 30 days before a price change applies to you. It applies from your first renewal after those 30 days, and you can cancel before then.

Free trial

8.7 A new account can try Otto free for 7 days (the "trial"). The trial starts when you first sign in with Google and ends 7 days later, at the same time of day. You do not give us a card or any payment details for the trial.

8.8 There is one trial per business: one per Google account and one per website. A second account, a second brand or a website that already had a trial does not get another one. We may refuse or end a trial that is used to get around this, or in breach of section 7.

8.9 During the trial Otto works as on the Starter plan, with two limits: paid campaigns are planned and shown to you but not launched, and Otto makes at most 3 video ads. Section 4 applies as always: nothing is published without your approval.

8.10 When the trial ends without a plan, Otto stops publishing and making new content for your brand; posts already published stay on your accounts. We keep your brand's data for 90 days after the end of the trial so you can continue where you left off, and then delete it as described in section 17.3. We e-mail you 2 days before the end, on the last day, and when it has ended.

8.11 If you do not choose a plan, nothing is charged when the trial ends: we have no payment details. If you choose a plan and add a payment method while the trial is still running, your subscription starts when the trial ends and your first payment is taken then, never before; you can cancel on the Billing page until then and nothing is charged. If you choose a plan after the trial, your subscription starts and is paid on that day (section 8.3).

8.12 The trial is free, so nothing is refunded for it. The money-back guarantee in section 9 applies to your first payment after it. Review: a trial can be started with a private Google account. Does the business-only statement in section 1.1, confirmed at sign-up, still hold for the trial in NL and IE?

9. Money-back guarantee

9.1 If Otto is not right for you, ask for a refund within 14 days of your first payment and we refund that payment in full. You do not need to give a reason. When you chose a plan during the free trial, your first payment is the one taken when the trial ends, and the 14 days count from then.

9.2 The guarantee applies once per business, to the first payment for your first plan, monthly or yearly. It does not apply to renewals, add-ons, upgrades or later plans. Decision: does it also apply to the €197 founding seat? This draft assumes yes.

9.3 To ask for a refund, e-mail [CONTACT EMAIL]. We refund through our payment service provider to the payment method you used, normally within 10 business days, and send you a credit note.

9.4 After a refund your plan ends at once: publishing stops and live campaigns are paused. Posts already published stay on your accounts and remain yours. Money you paid to Meta or Google for ads is outside our control and cannot be refunded by us.

10. Cancelling

10.1 You can cancel at any time on the Billing page in the app (Cancel subscription) or by e-mail to [CONTACT EMAIL]. The cancellation takes effect at the end of the period you have paid for, and Otto keeps working until then; until that date you can undo it on the same page. You change your plan on the Billing page too: a higher plan starts at once and you pay the difference for the rest of the period; a lower plan starts at the end of the period.

10.2 Apart from the guarantee in section 9, or where the law requires it, we do not refund the rest of a period. Decision: any partial refund when a yearly plan is cancelled early? This draft says no.

10.3 When your plan ends, publishing and new campaigns stop and live campaigns are paused, not deleted; you can manage them in your own accounts. What happens to your data is in section 17.

10.4 We can end your subscription at the end of a paid period with at least 30 days' notice, or earlier under section 13.4.

11. Founding seats

11.1 Until monthly plans open, we sell up to 50 founding seats at €197 once, excluding VAT. A founding seat is a one-time payment for a pilot month of Otto with Growth-plan features for one brand. It is not a subscription and does not renew.

11.2 When monthly plans open, or when your pilot month ends if that is later, you can choose Growth at €179 a month or Starter at €79 a month, excluding VAT. That price is fixed for the first 12 months of the subscription, as long as you do not cancel it. After the 12 months, the list price applies with 30 days' notice. Decision: the founding Growth price, €179 or €149, is still open in the pricing report §9; this draft uses €179.

11.3 We never turn a founding seat into a subscription automatically. We ask you once, in the app or by e-mail, and nothing is charged until you check out yourself.

11.4 Your setup, brand profile, history, taste log and campaigns carry over. You do not set Otto up again.

11.5 After about 60 days we may ask you for a testimonial. Saying no changes nothing.

11.6 The €197 offer closes on the day monthly plans go live. We publish that date in advance.

12. Ownership

12.1 Your materials stay yours. You allow us to use your website content, logos, images, answers and footage only to provide Otto to you, for as long as the contract runs and for as long afterwards as we keep your data under section 17.

12.2 What Otto makes for you is yours: the posts, captions, images, videos and ads made for your brand. To the extent we have rights in them, we transfer those rights to you when they are made. You may use them anywhere, also after you leave Otto. Review: assignment or exclusive licence; moral rights; whether the transfer should depend on payment.

12.3 Some limits apply. Material made with AI may not be protected by copyright, and similar material may be made for others; we do not promise that generic elements (layouts, styles, music beds, stock elements) are exclusive to you. Third-party elements in your content, such as licensed fonts, royalty-free music or a creator's footage, may be used in your own marketing on the terms of their licence, which we tell you on request. Verify: the font and music licences allow use in paid ads by clients.

12.4 What we keep. Otto's software, templates, ad styles and kits, prompts, playbooks, workflows and models, and everything we make that is not specific to your brand, remain ours, including improvements. You may use them through Otto while your plan is active.

12.5 Learning. Otto learns your taste from your approvals and skips, for your brand only. We may use combined statistics across clients that identify neither you nor your customers (for example which ad styles get more clicks) to improve Otto for everyone. We do not use your content to train AI models, and the AI providers we use do not train their models on it under their business terms. Verify: each provider's API terms before publishing this sentence.

12.6 We show your brand or your content as an example of our work only with your written permission. You can withdraw that permission for the future at any time.

12.7 If you send us ideas or feedback, we may use them without obligation to you.

13. Pausing and suspension

13.1 You can pause Otto for your brand at any time by asking us, and we do it within one business day. Verify: whether a pause button for clients exists in the app; if so, say so here.

13.2 We may pause publishing and new campaigns, for your brand or, with our global switch, for all clients at once, and pause live campaigns, when we reasonably need to: to stop a security incident or a fault, to prevent content that breaks the law or the platforms' rules from going out, when your account seems to be used without your authority, when a platform or an authority requires it, or when a payment is overdue (8.5). We keep the pause as short and as narrow as we can, and tell you why unless the law prevents it.

13.3 When the global pause ends, Otto resumes only the campaigns that the pause stopped, never those you paused yourself. Posts whose time passed during a pause are not published late; Otto offers them to you again in a new slot.

13.4 We may end the contract at once if you seriously or repeatedly break section 7, or if you do not put right another serious breach within 14 days of our written notice.

14. Our commitments, and what we do not promise

14.1 We provide Otto with reasonable care and skill, protect your data as described in the DPA and its security annex, and answer support requests within the time your plan states: Starter within one business day, Growth within four business hours, Scale on the same business day. Business hours are Monday to Friday, 09:00–17:00 Amsterdam time, on working days.

14.2 We do not promise that Otto is always available or free of errors. Otto depends on other services (Meta, Google, our AI providers, Telegram and our hosting); their outages, interface changes or policy changes can affect Otto and are not a breach by us. Review: availability wording; whether to offer a service level.

14.3 AI output can be wrong or unsuitable; that is why nothing goes out without your approval. Beyond what these terms say, we give no other promises or warranties about Otto, to the extent the law allows. Review: implied terms under NL and IE law between businesses.

15. Liability

15.1 Our total liability to you under or in connection with this contract, per calendar year, is limited to the fees you paid us in the 12 months before the event that caused the claim. Review: a minimum amount, and whether data-protection claims under the DPA share this cap.

15.2 We are not liable for indirect or consequential loss, lost profit, revenue, data or goodwill, for decisions of the ad platforms (such as rejected ads or restricted accounts), or for content you approved.

15.3 We are not liable for your ad spend, with one exception: if, through our error, Otto spent more than the budget you approved, or ran a campaign you had not approved, we pay you back the extra spend, within the limit in 15.1. Decision

15.4 Nothing in these terms limits liability for intent or deliberate recklessness of our management, for fraud, for death or personal injury, or anything else that cannot be limited by law.

15.5 You must tell us about a claim within 12 months of becoming aware of it.

16. Your indemnity

You will compensate us for third-party claims, fines and reasonable legal costs arising from content you approved, materials you gave us, your products and claims, your breach of sections 6 or 7, or your breach of the ad platforms' rules, except to the extent they were caused by our breach.

17. Your data

17.1 How we process personal data on your behalf is set out in the DPA. How we handle our own data (your account, billing, and our website's statistics) is in the Privacy Policy.

17.2 While your plan is active, and for 90 days after it ends, you can ask for an export of your brand profile, content calendar, posts, creatives and reports (data files and media). We send it within 30 days.

17.3 90 days after your plan or your free trial ends, we delete your brand's data from Otto's live systems, unless you started a new plan in the meantime. Encrypted backups roll over, so the data disappears from them within about 8 weeks after that. We keep billing records for as long as tax law requires. Posts and campaigns on your own accounts stay there.

18. Confidentiality

Each of us keeps the other's non-public information confidential, uses it only for this contract, and shares it only with staff and subcontractors who need it and are bound by the same duty. This does not apply to information that is public, that the recipient already had or developed independently, or that must be disclosed by law.

19. Changes to these terms

We may change these terms. If a change is significant or to your disadvantage, we tell you by e-mail or in the app at least 30 days before it applies, and you may cancel before then at no cost. Changes that the law requires, or that only concern new features, may apply sooner.

20. General

• Subcontractors. We may use subcontractors and sub-processors as described in the DPA, and remain responsible for them.
• Events beyond our control. Neither of us is liable for delays or failures caused by events outside our reasonable control, including outages or interface and policy changes of platforms and AI providers, and failures of networks or hosting.
• Transfer. You may not transfer this contract without our consent. We may transfer it to a company that takes over Otto, and we tell you when we do.
• Notices. We send notices to the e-mail address on your account. You send notices to [CONTACT EMAIL].
• Whole agreement. These terms (with the DPA and your plan) are the whole agreement between us about Otto. If a clause is invalid, the rest still applies, and the invalid clause is replaced by a valid one as close to its purpose as possible. Not enforcing a right is not a waiver of it.
• Language. These terms are written in English. Translations are for convenience; the English text prevails.

21. Law and courts

These terms and any dispute about them are governed by the law of [GOVERNING LAW]. The courts of [COMPETENT COURT] have exclusive jurisdiction. The UN Convention on Contracts for the International Sale of Goods does not apply. Review: choose the law and the court, which depends on where the company is set up (for example Dutch law and the Amsterdam District Court for a Dutch B.V.).

[COMPANY LEGAL NAME] · [REGISTERED ADDRESS] · [CHAMBER OF COMMERCE / CRO NUMBER] · [CONTACT EMAIL]

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