Terms and Conditions

Effective Date: April 21, 2026

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These Terms and Conditions ("Terms") govern access to and use of the TechDebtGPT website, platform, software, analytics, AI features, reports, integrations, and related services (collectively, the "Services"). The Services are provided by Ritech International AG, Dammstrasse 19, 6300 Zug, Switzerland ("Ritech", "we", "us", or "our"). TechDebtGPT is a trademark of Ritech International AG.

These Terms form a binding agreement between Ritech and the business entity, organization, or other legal person on whose behalf the Services are accessed or used ("Customer"). If an individual accesses or uses the Services on behalf of Customer, that individual represents and warrants that they are authorized to bind Customer to these Terms and that Customer accepts responsibility for that individual's acts and omissions in connection with the Services. Such individuals are "Authorized Users."

If Customer and Ritech have entered into a separately signed master services agreement, order form, statement of work, subscription agreement, data processing addendum, or similar written commercial document covering the Services, that signed document will control to the extent of any conflict with these Terms for the applicable Customer and Services. These Terms otherwise apply as the default website terms for access to and use of the Services.

By accessing or using the Services, Customer accepts these Terms. If Customer does not agree, Customer must not access or use the Services.

1. Eligibility and Business Use

Customer may use the Services only for lawful business and professional purposes.

Customer represents and warrants that:

• it is duly organized, validly existing, and in good standing under the laws of its jurisdiction, if applicable;
• it has the legal capacity and authority to enter into these Terms;
• each Authorized User has been validly authorized to use the Services on Customer's behalf; and
• neither Customer nor its Authorized Users are prohibited from using the Services under applicable law.

The Services are not offered for personal, family, or household use, and these Terms are intended for business-to-business use only.

2. The Services

The Services are designed to support software teams and organizations with technical debt analysis and related workflows. Depending on plan, configuration, and feature availability, the Services may include:

• source code, repository, and pull request analysis;
• technical debt dashboards, scoring, reporting, and metrics;
• work-item and board integrations;
• repository and provider integrations, including GitHub, GitLab, Bitbucket, Azure DevOps, Jira, Slack, and similar services;
• AI-assisted chat, summarization, code analysis, forecasting, recommendations, and scenario modeling;
• report generation, project analysis, and organization-finance or scenario-simulation features;
• file uploads and attachment processing, including images, PDFs, text, markdown, and certain document formats; and
• administrative, organizational, notification, and analytics features.

The Services may rely on AI models, third-party services, and infrastructure providers. Features may change, be updated, be limited, or be discontinued at any time. Unless expressly stated in a signed agreement, Ritech does not commit to making any particular feature available for any specific period.

3. Accounts, Organizations, and Access Control

Customer is responsible for:

• maintaining accurate account, organization, and billing information;
• managing Authorized Users, roles, permissions, connected providers, and organization settings;
• keeping login credentials, API credentials, tokens, and other access mechanisms confidential and secure; and
• all activity occurring through Customer accounts, organizations, workspaces, and connected integrations.

Customer must promptly notify Ritech of any suspected unauthorized access, security incident, credential compromise, or misuse of the Services.

Ritech may suspend, restrict, or terminate access to the Services, in whole or in part, if we reasonably determine that:

• Customer or any Authorized User has breached these Terms;
• continued access poses a security, legal, operational, or compliance risk;
• fees are overdue;
• Customer or any Authorized User has engaged in fraud, abuse, or unlawful conduct; or
• continued provision of the Services is no longer commercially or technically practicable.

4. Acceptable Use

Customer will not, and will not permit any Authorized User or third party to:

• use the Services in violation of applicable law, regulation, sanctions, or third-party rights;
• upload, submit, connect, or process any data, code, content, or credentials that Customer is not authorized to use;
• attempt to gain unauthorized access to the Services, underlying systems, other customers' environments, or related networks;
• interfere with or disrupt the integrity, security, performance, or availability of the Services;
• introduce malware, malicious code, harmful files, or other harmful material;
• bypass or attempt to bypass usage limits, authentication requirements, access controls, or technical restrictions;
• use the Services for phishing, fraud, credential harvesting, surveillance, or other abusive or deceptive activity;
• use robots, spiders, scrapers, or other automated means to extract data from the Services except as expressly permitted by the Services;
• reverse engineer, decompile, disassemble, translate, or otherwise attempt to derive source code, models, prompts, or underlying components of the Services, except to the limited extent such restriction is prohibited by non-waivable law;
• use the Services to build, train, or improve a competing product or service through unauthorized extraction or systematic copying of Service outputs, behavior, or content;
• use the Services in any high-risk environment where errors could reasonably lead to death, personal injury, environmental harm, or severe property or financial damage; or
• rely on the Services as a substitute for independent engineering, legal, financial, accounting, tax, security, or compliance review.

Ritech may investigate suspected violations and may remove content, suspend access, or take other appropriate action.

5. Customer Data, Uploads, and Instructions

"Customer Data" means data, code, content, materials, credentials, prompts, attachments, files, configuration, repository metadata, pull request data, work-item data, organizational settings, and other information that Customer or its Authorized Users submit to, upload to, connect to, or otherwise make available through the Services.

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Ritech does not claim ownership of Customer source code or other Customer Data.

Customer grants Ritech a non-exclusive, worldwide, limited right to host, copy, transmit, store, display, analyze, transform, and otherwise process Customer Data solely as necessary to:

• provide, operate, maintain, support, and secure the Services;
• respond to Customer requests and instructions;
• improve Service performance, reliability, and safety;
• generate outputs requested by Customer or its Authorized Users; and
• comply with law, regulation, legal process, or enforceable governmental request.

Customer is solely responsible for:

• the accuracy, legality, quality, integrity, and content of Customer Data;
• obtaining and maintaining all rights, permissions, notices, and consents necessary for Ritech and its subprocessors to process Customer Data as contemplated by these Terms;
• configuring the Services and Customer environments appropriately; and
• maintaining its own backups and records as needed.

Customer authorizes Ritech to act on instructions submitted through Customer accounts and organization administrators, and Customer is responsible for ensuring such instructions are authorized.

Ritech may generate and use aggregated and de-identified usage, telemetry, and operational data derived from use of the Services for legitimate business purposes, including security, analytics, benchmarking, capacity planning, and product improvement, provided such data does not identify Customer or any individual as the source.

6. AI Features and Output Disclaimer

The Services may use AI and machine-learning systems to generate summaries, classifications, forecasts, recommendations, simulations, scores, interpretations, reports, or other outputs ("AI Output").

Customer acknowledges and agrees that:

• AI Output may be inaccurate, incomplete, inconsistent, biased, non-deterministic, or not fit for Customer's intended purpose;
• AI Output may omit relevant facts, misunderstand context, or produce incorrect conclusions;
• Ritech does not guarantee the accuracy, completeness, reliability, or suitability of AI Output; and
• Customer is solely responsible for reviewing, validating, and determining whether and how to use AI Output.

AI Output is provided for decision-support purposes only and is not legal advice, financial advice, investment advice, accounting advice, tax advice, employment advice, compliance advice, security advice, or a substitute for qualified professional judgment.

Without limiting the foregoing, any organization-finance dashboards, budgeting tools, return-on-investment estimates, technical debt forecasts, operational risk indicators, scenario simulations, or recommendations are estimates and models only. They are not guarantees of performance or outcome and must not be relied on as the sole basis for business, financial, investment, engineering, staffing, or remediation decisions.

7. Third-Party Services and Integrations

The Services may interoperate with third-party services, APIs, model providers, infrastructure providers, analytics providers, communication tools, and developer platforms, including services such as GitHub, GitLab, Bitbucket, Azure DevOps, Jira, Slack, object storage providers, email providers, AI model providers, and similar third-party products ("Third-Party Services").

Customer's use of Third-Party Services is subject to the applicable third-party terms, policies, and privacy practices. Ritech does not control and is not responsible for:

• the availability, uptime, security, functionality, or accuracy of Third-Party Services;
• changes to Third-Party Services, APIs, pricing, features, or policies;
• any act or omission of a Third-Party Service provider; or
• any data loss, delay, corruption, charge, or issue caused by Third-Party Services.

Customer is responsible for selecting, enabling, configuring, and managing its Third-Party Services and for obtaining any required rights or approvals related to them.

8. Customer-Supplied Keys and Credentials

The Services may allow Customer to provide its own API keys, tokens, cloud credentials, model credentials, or similar access credentials, including customer-supplied LLM or AI provider credentials ("Customer Credentials").

Customer is solely responsible for:

• the legality and propriety of using such Customer Credentials;
• all charges, fees, usage, overages, and billing incurred through such Customer Credentials;
• keeping such Customer Credentials accurate, current, secure, and properly scoped; and
• compliance with third-party terms applicable to such Customer Credentials.

Ritech is not liable for third-party charges, rate limits, suspensions, provider outages, model changes, credential revocations, or policy changes arising from Customer Credentials.

9. Security and Privacy

Ritech will use reasonable technical and organizational measures designed to protect the Services and Customer Data against unauthorized access, use, alteration, or disclosure. However, no system or transmission method is completely secure, and Ritech does not warrant that the Services will be invulnerable, uninterrupted, or free from unauthorized access, data loss, or security incidents.

Customer remains responsible for:

• securing its own environments, devices, credentials, and connected systems;
• managing appropriate permissions and least-privilege access for Authorized Users;
• assessing whether the Services are appropriate for the types of data Customer chooses to use with them; and
• notifying Ritech promptly of suspected security issues.

Ritech's handling of personal data, cookies, analytics, and related processing is described in the Privacy Policy available at https://www.techdebtgpt.com/privacy-policy. The Services may use cookie consent tools and analytics technologies, including feature and usage analytics, in accordance with the Privacy Policy and applicable consent settings.

10. Data Retention and Deletion

Customer acknowledges that the Services may apply feature-specific retention and cleanup rules for operational, product, security, and cost-management reasons.

As of the Effective Date, operational retention settings may include, by way of example:

• chat conversations typically retained for approximately ninety (90) days; and
• unbound chat attachments typically cleaned up after approximately twenty-four (24) hours.

These retention settings are operational defaults only and may change from time to time without notice unless otherwise committed in a signed agreement.

Ritech may retain Customer Data, logs, backups, metadata, billing records, audit records, and related information for as long as reasonably necessary to:

• operate, secure, and troubleshoot the Services;
• comply with legal, tax, regulatory, accounting, or audit requirements;
• enforce these Terms and resolve disputes; and
• maintain business continuity, backup integrity, and fraud prevention measures.

Upon termination or expiration of the applicable Services, Ritech may delete Customer Data in the ordinary course unless otherwise required by law or agreed in writing. Customer is responsible for exporting or retaining any Customer Data it requires before termination.

11. Intellectual Property

As between the parties, Ritech and its licensors retain all right, title, and interest in and to the Services, including all software, models, workflows, prompts, documentation, interfaces, visual design, report templates, know-how, derivative works, usage data, trademarks, service marks, and all related intellectual property rights.

No rights are granted to Customer except the limited right to access and use the Services in accordance with these Terms and any applicable signed commercial documents.

Customer will not remove, obscure, or alter proprietary notices appearing in the Services.

If Customer provides suggestions, enhancement requests, recommendations, corrections, comments, or other feedback regarding the Services ("Feedback"), Customer grants Ritech a worldwide, perpetual, irrevocable, royalty-free right to use, modify, disclose, commercialize, and incorporate such Feedback without restriction or compensation.

12. Fees, Billing, Taxes, and Payment

Fees, scope, billing cadence, renewal terms, and commercial entitlements for paid Services may be set forth in an applicable signed agreement, order form, statement of work, quote, proposal, renewal confirmation, or invoice.

Unless otherwise expressly agreed in writing:

• invoices are due within thirty (30) days of the invoice date;
• all fees are stated and payable in the invoiced currency;
• fees are non-cancelable and non-refundable once invoiced, except as expressly stated in writing or required by law;
• Customer is responsible for all applicable taxes, duties, levies, and similar charges, excluding taxes based on Ritech's net income; and
• overdue undisputed amounts may accrue interest at the lesser of one percent (1%) per month or the maximum rate permitted by law.

Ritech may suspend or limit access to paid Services for overdue undisputed amounts after providing reasonable notice.

Any public pricing, list pricing, or quoted pricing may be changed prospectively. Any subscription, renewal, or auto-renewal terms will be governed by the applicable signed agreement, order form, or invoice terms, rather than by any consumer-style website checkout model.

13. Confidentiality

Each party ("Receiving Party") may receive non-public, confidential, proprietary, technical, business, financial, security, or commercial information of the other party ("Disclosing Party"), including Customer Data, product plans, pricing, credentials, and non-public documentation ("Confidential Information").

The Receiving Party will:

• use Confidential Information only as necessary to exercise rights or perform obligations under these Terms;
• protect Confidential Information using at least reasonable care and no less than the care it uses for its own similar confidential information; and
• not disclose Confidential Information to third parties except to its employees, contractors, advisors, affiliates, and service providers with a need to know and who are bound by confidentiality obligations no less protective than those in these Terms.

Confidential Information does not include information that the Receiving Party can demonstrate:

• is or becomes public through no fault of the Receiving Party;
• was lawfully known to the Receiving Party without restriction before disclosure;
• is lawfully received from a third party without breach of confidentiality duty; or
• is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information if required by law, regulation, court order, or binding governmental request, provided it uses reasonable efforts to give prior notice where legally permitted.

14. Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

RITECH DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, RELIABILITY, SECURITY, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

Without limiting the foregoing, Ritech does not warrant that:

• the Services will meet Customer's requirements or expectations;
• the Services will be available at any particular time or without interruption;
• defects will be corrected;
• Customer Data or AI Output will be accurate, complete, or preserved without loss; or
• any analysis, forecast, recommendation, or report will produce a particular commercial, financial, engineering, or operational result.

15. Indemnity

Customer will defend, indemnify, and hold harmless Ritech, its affiliates, and their respective directors, officers, employees, and agents from and against any third-party claims, actions, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Customer Data or Customer's use of Third-Party Services;
• Customer's or any Authorized User's breach of these Terms;
• Customer's or any Authorized User's unlawful, negligent, or unauthorized use of the Services;
• any allegation that Customer Data, Customer Credentials, or Customer's use of the Services infringes, misappropriates, or violates a third party's rights; or
• Customer's failure to obtain required rights, notices, authorizations, or consents.

Ritech will give Customer prompt notice of any indemnified claim, allow Customer to control the defense and settlement of the claim, and reasonably cooperate at Customer's expense. Customer may not settle any claim in a manner that admits fault by or imposes obligations on Ritech without Ritech's prior written consent, not to be unreasonably withheld.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND
• RITECH'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) CHF 500 OR (B) THE FEES PAID OR PAYABLE BY CUSTOMER TO RITECH FOR THE APPLICABLE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The exclusions and limitations in this Section do not limit:

• Customer's payment obligations;
• Customer's indemnification obligations under Section 15; or
• liability that cannot be excluded or limited under applicable law, including, to the extent prohibited by Swiss law, liability for wilful misconduct or gross negligence.

Customer acknowledges that the pricing and commercial structure of the Services reflect this allocation of risk.

17. Suspension and Termination

These Terms begin when Customer first accesses or uses the Services and continue until terminated in accordance with these Terms or any applicable signed commercial documents.

Customer may stop using the Services at any time. Unless otherwise expressly agreed in writing, stopping use does not relieve Customer of payment obligations already incurred.

Ritech may suspend or terminate these Terms or Customer's access to all or part of the Services immediately if:

• Customer materially breaches these Terms and fails to cure within a reasonable period after notice, where cure is possible;
• Customer fails to pay undisputed fees when due;
• Customer's use presents a security, fraud, sanctions, export, legal, or operational risk;
• Customer becomes insolvent, enters liquidation, or ceases business operations; or
• Ritech is required to do so by law or third-party provider requirements.

Upon termination or expiration:

• Customer's right to access and use the terminated Services ends immediately;
• Customer must cease use of the affected Services;
• Ritech may disable integrations, credentials, and access tokens associated with the Services; and
• Sections intended to survive will survive, including sections relating to fees, confidentiality, intellectual property, disclaimers, indemnity, limitations of liability, data retention, governing law, and general provisions.

18. Changes to the Services and Terms

Ritech may modify, replace, suspend, or discontinue any part of the Services at any time.

Ritech may update these Terms from time to time. Updated Terms become effective on the stated effective date or, if no effective date is stated, when posted. If Ritech makes a material change, we may provide notice through the Services, by email, or by other reasonable means.

Customer's continued access to or use of the Services after updated Terms become effective constitutes acceptance of the revised Terms.

19. Export Controls and Compliance

Customer will comply with all applicable export control, trade, anti-boycott, sanctions, anti-corruption, and similar laws and regulations in connection with the Services.

Customer represents and warrants that it is not, and is not owned or controlled by, a person or entity subject to comprehensive sanctions or other prohibitions that would make provision or use of the Services unlawful.

Customer will not use or permit the use of the Services in any restricted jurisdiction or for any prohibited end use in violation of applicable law.

20. General Provisions

These Terms, together with any applicable signed commercial documents and any policies expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter addressed herein and supersede prior or contemporaneous understandings relating to that subject matter.

If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain in full force and effect.

No failure or delay by either party in exercising any right under these Terms will operate as a waiver of that right.

Customer may not assign, transfer, delegate, or subcontract these Terms or any rights or obligations under them without Ritech's prior written consent, except in connection with a permitted internal reorganization that does not diminish Customer's obligations. Ritech may assign these Terms in whole or in part to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets.

Ritech will not be liable for any delay or failure to perform caused by events beyond its reasonable control, including failures of internet service providers, Third-Party Services, cloud infrastructure, labor disputes, cyberattacks, power failures, natural disasters, war, terrorism, epidemic, pandemic, governmental action, or force majeure events.

These Terms do not create any partnership, joint venture, agency, fiduciary, employment, or franchise relationship between the parties.

Except as expressly provided, these Terms confer no rights or remedies on any third party.

Notices under these Terms must be in writing. Ritech may provide notices to Customer through the Services, by email to the account owner or administrative contact, or by other reasonable means. Customer may provide legal notices to Ritech at techdebtgpt@ritech.co, unless a signed agreement specifies a different notice address.

21. Governing Law and Forum

These Terms and any non-contractual disputes or claims arising out of or in connection with them are governed by the laws of Switzerland, without regard to conflict-of-law principles.

The courts of Zug, Switzerland will have exclusive jurisdiction over any dispute, claim, or controversy arising out of or relating to these Terms or the Services, subject to any mandatory rights of appeal under applicable law.

22. Contact Information

Ritech International AG
Dammstrasse 19
6300 Zug
Switzerland

Email: techdebtgpt@ritech.co
Website: https://www.techdebtgpt.com

Copyright (c) Ritech International AG 2026. All rights reserved.

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