Terms of Service

1. Purpose and scope

These Terms of Service (the “Terms”) govern access to and use of the Matcha website, application and service (together, the “Service”), published by DESPII SASU (“we”, “us”, the “Publisher”). The full identity is set out in the Legal notice.

Matcha is a work environment for technical teams: it brings alerts, tickets, documents and agent tooling into a single database, and exposes them to people and to coding agents over the Model Context Protocol (MCP).

Creating an account or using the Service means you accept these Terms without reservation. If you accept them on behalf of a company or another legal entity, you represent that you have the authority to bind that entity, and “you” then means that entity.

The Service is sold to consumers and to professionals alike. These Terms apply to both, except for provisions expressly reserved to one of those categories: provisions marked Consumers benefit only a Customer who is a consumer, and provisions marked Professionals apply only to a Customer acting for professional purposes.

Nothing in these Terms may deprive a consumer of the rights granted to them by the French Consumer Code and by other mandatory law. Any provision that would have that effect is deemed unwritten as regards that consumer, without affecting the rest of the contract.

The version of the Terms published online at the time of your use is the one that applies.

2. Definitions

• Customer: the natural or legal person who subscribes to the Service.
• Consumer: any natural person acting for purposes which are outside their trade, business, craft, profession or agricultural activity (introductory article of the French Consumer Code).
• Professional: any natural or legal person, public or private, acting for purposes relating to their trade, business, craft, profession or agricultural activity, including where they act in the name or on behalf of another professional.
• User: a natural person who accesses the Service through a Seat belonging to the Customer.
• Seat: a right of access opened for one named User. Billing is per Seat.
• Organisation: the isolated tenant in which the Customer’s data lives. A User may belong to several Organisations.
• Customer Content: everything the Customer or its Users place in the Service: documents, tickets, comments, alerts, configuration, files.
• Connected Services: the third-party services the Customer chooses to connect to the Service (GitHub, Sentry, Railway, Codemagic, its own endpoints, language-model providers, and others).
• Early access: the current phase, during which the Service is provided free of charge, by invitation, and no payment is collected.
• Durable medium: any instrument enabling the Customer to store information addressed to them in a way that is accessible for future reference and allows unchanged reproduction; in practice, email.

3. Account, registration and Customer status

Use of the Service requires an account. The Customer undertakes to provide accurate information and to keep it up to date.

Credentials are personal. The Customer is responsible for keeping them confidential, for every action performed from its account, and for the acts of its Users. Any suspected unauthorised access must be reported without delay to hello@ganeden.eu.

An account may be opened by a natural person of legal age and capacity, or by a natural person acting on behalf of a duly registered legal entity.

API keys issued by the Service are confined to a single Organisation and must be treated as credentials.

Status declared on subscribing. When taking out a paid subscription, the Customer states whether it is acting as a consumer or as a professional. A Customer acting as a professional provides its business name, billing address and, where established in the European Union, its intra-EU VAT number. That status determines the VAT treatment applied (article 6) and which provisions of these Terms apply to it.

The Customer is responsible for the accuracy of that declaration. An inaccurate declaration entitles the Publisher to correct the invoicing and, where applicable, to claim any tax left unpaid.

4. Access to the Service, early access

The Service is a native desktop application, available for macOS, with Windows and Android builds also produced. There is no browser version of the product.

Functionality and compatibility. The Service requires an active account and a permanent internet connection: Customer Content is hosted remotely and the desktop application connects to it. The supported operating systems and minimum versions are as follows: [[À COMPLÉTER : minimum supported versions of macOS, Windows and Android]]. Apart from account authentication and per-Organisation isolation, the Service applies no technical measure restricting the use of Customer Content, which can be exported at any time under article 14.

During early access, the Service is made available free of charge and by invitation. Access may be granted, limited or withdrawn at the Publisher’s discretion during this phase, and features may change.

Paid plans open with the public launch. The date of that launch has not been set: [[À COMPLÉTER : date d’ouverture de la facturation]]. Customers who use the Service during early access are not charged for that period, and will be informed before any paid subscription starts.

5. Plans and prices

The Service is billed per Seat. The published plans are:

Plan	Price	Seats
Free	$0	one Seat
Pro	$12 per Seat and per month	multiple Seats
Team	$20 per Seat and per month	unlimited Organisations
Enterprise	on quotation	terms and invoicing to match

The prices in this table are stated in United States dollars and are exclusive of tax. Any applicable VAT or other tax is added at payment, according to the Customer’s country and status, under article 6.

Consumers. The total price payable, inclusive of all taxes, together with the rate and amount of the tax applied, is displayed before the order is confirmed. No sum beyond that total may be charged to the consumer: no additional charge is added after the order without their express agreement.

The precise limits of each plan (number of sources, uptime checks, alert retention, agents, Organisations) are published at launch, once they are enforced in the product. No limit is contractually promised before it is published.

The Publisher may change its prices. A price change applies to the Customer from the renewal following a written notice sent at least thirty (30) days beforehand; a Customer who is a consumer receives that notice on a durable medium. A Customer who refuses the new price may terminate under article 9 before it takes effect, without cost or penalty.

6. VAT and taxes

Published prices are exclusive of tax. The applicable tax depends on the Customer’s country and status; it is calculated and displayed before payment is confirmed, and stated on the invoice.

Consumers established in the European Union. The Service is a service supplied by electronic means: the applicable VAT is that of the consumer’s Member State of residence, at the rate in force in that State. The Publisher collects it and remits it to the competent tax authority, where applicable through the European Union VAT One-Stop Shop (OSS).

Professionals established in France. French VAT at the rate in force is added to the price.

Professionals established in another European Union Member State. Where the Customer supplies a valid intra-EU VAT number, verified against the European Commission’s VAT Information Exchange System (VIES), no French VAT is charged: the tax is due by the Customer in its own Member State under the reverse charge, and the invoice bears the words “Reverse charge, article 196 of Directive 2006/112/EC”. Failing a valid number at the time of payment, the order is treated as that of a non-taxable customer and the VAT of the Customer’s country is applied.

Customers established outside the European Union. No European Union VAT is charged, except where the law of a country requires the Publisher to collect a local tax on digital services there: that tax is then added to the price and stated on the invoice. Any taxes, duties or withholdings due in the Customer’s country by reason of acquiring the Service remain payable by the Customer.

A Customer acting as a professional warrants the accuracy of the VAT number and tax information it supplies, and bears any tax reassessment, surcharge, penalty or interest resulting from inaccurate information.

A change in applicable tax rates or rules applies automatically from the date it takes effect: it is not a price change within the meaning of article 5.

7. Billing and renewal

Paid subscriptions are taken out for a monthly period, unless a different period is agreed in writing for an Enterprise plan.

Payment is made by card through our payment services provider Stripe (Stripe Payments Europe, Limited, Ireland, for the European Economic Area; Stripe, Inc., United States). By subscribing, the Customer accepts Stripe’s own terms. The Publisher neither receives nor stores full payment card details.

The subscription renews automatically for identical periods, unless it is cancelled under article 9 before the end of the current period. Each renewal is charged on the day it renews, on the payment method on file.

The number of Seats may be changed at any time. Seats added during a period are charged pro rata for the remainder of that period; Seats removed take effect at the next renewal and are not refunded for the current period.

Invoices are made available in the Service.

Consumers. Confirmation of the order (the essential characteristics of the Service, the total price inclusive of tax, the duration, the renewal and cancellation arrangements, and confirmation of the request for immediate performance provided for in article 8) is sent to the Customer on a durable medium, no later than when performance starts.

The Publisher informs a Customer who is a consumer, on a durable medium and before each renewal, of the option not to renew the subscription, in accordance with articles L.215-1 et seq. of the French Consumer Code. Failing that information, the consumer may end the subscription free of charge at any time from the renewal date; sums paid after that date are refunded within thirty (30) days of termination, less the amounts corresponding to the Service performed up to that point.

Professionals. Failure to pay on the due date automatically triggers, without a reminder being required, late-payment interest at the rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, together with a fixed recovery indemnity of forty (40) euros (articles L.441-10 and D.441-5 of the French Commercial Code). Where the recovery costs actually incurred exceed that fixed amount, further compensation may be claimed on production of evidence. No discount is granted for early payment.

Failure to pay, after a notice left unanswered for fifteen (15) days, entitles the Publisher to suspend access under article 17.

8. Right of withdrawal

Consumers. This article applies only to a Customer who is a consumer. It also benefits a professional employing five employees or fewer, where the subject matter of the contract falls outside its main field of activity (article L.221-3 of the French Consumer Code).

8.1 Principle

The Customer has fourteen (14) days from the conclusion of the contract to withdraw, without giving reasons and without bearing any cost other than those set out in 8.4 (articles L.221-18 et seq. of the French Consumer Code).

8.2 Immediate performance and the consent collected at payment

The Service is supplied immediately: access is opened as soon as payment is taken, without waiting for the withdrawal period to expire. That immediate supply requires the Customer to request it expressly.

For that reason, at the time of payment, the Customer ticks a separate box, worded exactly as follows:

I ask for my Matcha subscription to start immediately, without waiting for the end of the fourteen (14) day withdrawal period. I acknowledge that this request affects my right of withdrawal: I waive it for the digital content supplied to me from that start, on the terms explained in article 8 of the terms of service.

That box is separate from acceptance of these Terms. It is never pre-ticked: payment can be confirmed only after the Customer actively ticks it. The date and time of that tick are recorded and kept as evidence, for the duration of the contract and the applicable limitation periods.

Confirmation on a durable medium. The Publisher sends the Customer, on a durable medium and no later than when performance starts, the confirmation of the contract, which repeats the wording above word for word (articles L.221-13 and L.221-28, 13°, of the French Consumer Code). That confirmation is not a formality: it is one of the conditions of the extinction described in 8.3. If it is not sent, that extinction cannot be relied on against the Customer.

Failing that request and that consent, performance of the Service starts only once the fourteen (14) day period has expired.

8.3 What that consent actually produces

Three provisions of the French Consumer Code combine here, and they do not have the same effect. These Terms set them apart, rather than presenting them as a single block, so that the Customer knows exactly what they keep.

Digital content (article L.221-28, 13°). If the Service is characterised as the supply of digital content not supplied on a tangible medium, the right of withdrawal is extinguished for the content already supplied. That extinction requires three cumulative conditions: the express request for immediate performance, the express waiver of the right of withdrawal for that content, and the confirmation sent by the Publisher on a durable medium (article L.221-13). If any one of those three conditions is missing, the extinction does not operate.

Supply of services (article L.221-28, 1°). If the Service is characterised as the supply of services, the right of withdrawal is extinguished only once the Service has been fully performed before the end of the fourteen (14) day period. A renewable monthly subscription is performed continuously: it is not fully performed within that period. Under that characterisation, the right of withdrawal therefore survives throughout the fourteen (14) days, and the Customer may exercise it.

Amount owed in the event of withdrawal (article L.221-25). This provision extinguishes no right. It only determines what the Customer owes where they requested immediate performance and then withdraw: the amount corresponding to what has already been supplied to them, under 8.4.

What this means for the Customer. Depending on the characterisation retained, either the right of withdrawal is extinguished for the digital content already supplied, or it survives and the Customer may withdraw within the fourteen (14) day period, paying only for what they have had the benefit of. The Publisher does not settle that characterisation in place of a court, and does not claim that the Customer would lose every right in all circumstances. In accordance with article L.211-1 of the French Consumer Code, in case of doubt these Terms are interpreted in the sense most favourable to the consumer.

In every case, a Customer who wishes to withdraw notifies their decision under 8.5: it is that notification which preserves their rights, whatever characterisation is retained.

8.4 Effects of withdrawal

Where the Customer withdraws while the Service has not yet been fully performed, the Customer owes an amount proportionate to what was supplied up to the point their decision was communicated, measured against the total agreed price (article L.221-25 of the French Consumer Code). The balance is refunded no later than fourteen (14) days after receipt of the decision, using the same means of payment as the initial transaction, unless another means is expressly agreed, and at no cost.

The right of withdrawal is lost only in the two cases described in 8.3: where the Service has been fully performed before the end of the period, or, under the digital-content characterisation, where the three cumulative conditions in 8.3 are met, and then only for the content already supplied. Outside those cases, the right of withdrawal is exercised under this article.

8.5 How to withdraw

The Customer notifies its decision by an unambiguous statement sent to legal@despii.com, or by post to DESPII SASU, 5 rue Pleyel, 93200 Saint-Denis, France. The Customer may use the model form set out in the annex to these Terms, without being obliged to. To meet the deadline, it is enough that the notification is sent before it expires.

Professionals. A Customer acting for professional purposes has no right of withdrawal, subject to the case referred to in the first paragraph of this article.

9. Cancellation by the Customer

The Customer may cancel its subscription at any time from the Service, without giving reasons and without penalty.

Consumers. In accordance with article L.215-1-1 of the French Consumer Code, a consumer who subscribed by electronic means has, within the Service, a free, permanent and directly accessible cancellation function, allowing cancellation in a few clicks and without any further step. The Publisher confirms the cancellation and its effective date on a durable medium.

Cancellation takes effect at the end of the period already paid for: access is maintained until that date, and the subscription is not renewed. Amounts already paid for the period in progress are not refunded pro rata, without prejudice to articles 7, 8, 10, 11 and 18.

Cancelling a subscription does not delete the account. Deleting the account, and the fate of Customer Content afterwards, is described in article 14 and in the Privacy Policy.

10. Refunds

Apart from the right of withdrawal in article 8 and the cases provided for in articles 7, 11, 17 and 18, sums paid are not refundable, in particular where the Customer has not used the Service or has used it partially.

The Publisher does refund, on request, sums charged in error, and sums charged for a period during which the Service was unavailable through its own fault, in proportion to the duration of that unavailability. Requests are sent to hello@ganeden.eu.

Statutory guarantees continue to apply, under article 11.

11. Statutory guarantees

Consumers. A Customer who is a consumer benefits from the statutory guarantee of conformity for digital content and digital services provided for in articles L.224-25-12 et seq. of the French Consumer Code. That guarantee applies throughout the period during which the Service is supplied, at no cost to the Customer and independently of any commercial warranty.

Where the Service is not in conformity, the Customer may require it to be brought into conformity. If that is impossible, does not happen within a reasonable time, or causes major inconvenience, the Customer may obtain a price reduction or the termination of the contract, termination not being available where the lack of conformity is minor. The Customer also retains the right to hold the Publisher liable under the general law.

Any claim under the statutory guarantee of conformity is sent to hello@ganeden.eu.

Professionals. The Service is supplied as it stands, with the features published. To the extent permitted by law, the Publisher grants a Customer acting for professional purposes no warranty other than those expressly set out in these Terms, in particular no warranty of fitness for a particular purpose, of continuity, of freedom from error, or of any given result. The availability undertakings in article 12 are obligations of means.

12. Availability of the Service

The Publisher undertakes to use reasonable efforts to keep the Service available, and does so as an obligation of means, not of result.

No quantified service level (SLA) is undertaken to date. No availability rate, response time or support response time is promised or contractually owed. Should such a commitment be introduced, it will be published and will take effect for the future only.

Access may be interrupted for maintenance, updates, security reasons, or for reasons outside the Publisher’s control, including a failure of a hosting provider, a Connected Service, or the Customer’s own network.

The Service depends on third-party services the Customer chooses to connect. The Publisher is not responsible for the availability, content, or changes in interface or pricing of those services.

As regards a Customer who is a consumer, this article does not affect the statutory guarantee of conformity in article 11 or the strict liability in article 16.

13. Acceptable use

The Customer undertakes not to:

• use the Service in breach of applicable law, or of the rights of a third party;
• store or transmit content that is unlawful, or that infringes intellectual property or privacy rights;
• attempt to gain access to another Organisation’s data, to circumvent isolation or authentication, or to test the security of the Service without prior written authorisation;
• resell, rent out or make the Service available to a third party outside its own Organisations, except under an Enterprise agreement;
• share a Seat between several natural persons, or otherwise defeat per-Seat billing;
• place a load on the Service that is manifestly disproportionate to normal use, in particular through automated calls to the API or MCP endpoint.

The Customer is solely responsible for the credentials, tokens and webhooks of the Connected Services it configures, and for what its own agents do with the tools the Service exposes.

14. Customer Content and data

Customer Content belongs to the Customer. The Publisher claims no ownership of it.

The Customer grants the Publisher a non-exclusive licence, for the duration of the contract and strictly for the purposes of operating the Service, to host, store, reproduce, display and process Customer Content, including transmitting it to the sub-processors listed in the Privacy Policy.

The Publisher does not use Customer Content to train language models. Where the Customer enables the AI features of the Service, the content it chooses to submit is transmitted to the language-model provider that the Customer has itself configured, and is then subject to that provider’s own terms.

Data is partitioned per Organisation, and that partitioning is enforced in the database itself, by row-level security, in addition to the application layer.

The Customer may export its data from the Service at any time. After the account is closed, Customer Content is retained then deleted under the conditions set out in the Privacy Policy.

Personal data processed through the Service is governed by the Privacy Policy. Where a Customer acting for professional purposes places personal data of its own into the Service, that Customer acts as controller and the Publisher as processor. Where the Customer is a consumer using the Service on their own behalf, the Publisher is the controller of their personal data, under the conditions of the Privacy Policy.

15. Intellectual property

The Service, its source code, databases, structure, interfaces, texts, graphics and documentation remain the exclusive property of the Publisher or of its licensors.

These Terms grant the Customer a personal, non-exclusive, non-transferable right to use the Service, for the duration of the subscription and for its own needs only, internal needs where the Customer is a professional. No other right is transferred, in particular no right to copy, decompile, adapt or derive a work from the Service, save for the exceptions provided by law.

The Service includes third-party components under open-source licences, in particular connectors derived from the Keep catalogue (MIT licence). Those components remain governed by their own licence.

Feedback and suggestions sent to the Publisher may be used freely, without compensation, to improve the Service.

16. Liability

Consumers. In accordance with article L.221-15 of the French Consumer Code, the Publisher is strictly liable to a Customer who is a consumer for the proper performance of the obligations arising from the distance contract, whether those obligations are performed by the Publisher itself or by other providers, without prejudice to its right of recourse against them. The Publisher may be released from that liability by proving that the failure or defective performance is attributable to the consumer, to the unforeseeable and insurmountable act of a third party unconnected with the contract, or to force majeure.

The limitations, exclusions and caps of liability set out below are not enforceable against a Customer who is a consumer: as regards that Customer, the Publisher’s liability applies under the general law, with no cap and no exclusion.

Professionals. The Publisher is liable for direct and foreseeable damage resulting from its own fault in the performance of these Terms.

To the extent permitted by law, the Publisher is not liable for indirect damage, in particular loss of profit, loss of business, loss of opportunity, damage to reputation, or loss or corruption of data attributable to the Customer or to a third party.

To the extent permitted by law, and except in cases of wilful misconduct, gross negligence or personal injury, the Publisher’s aggregate liability under these Terms is limited to the sums actually paid by the Customer for the Service over the twelve (12) months preceding the event giving rise to liability. Where the Service is used free of charge, that limit is set at one hundred (100) euros.

A Customer acting for professional purposes indemnifies the Publisher against claims by third parties arising from Customer Content or from a use of the Service in breach of article 13. A Customer who is a consumer is liable for damage caused by their own fault under the general law.

In all cases. The Customer remains responsible for keeping its own copies of any data whose loss would be critical to it, and for the consequences of the instructions given to the Service, by itself or by the agents it authorises.

17. Suspension and termination by the Publisher

The Publisher may suspend or terminate access, after a notice left unanswered for fifteen (15) days, in the event of non-payment or of a breach of these Terms.

Suspension may be immediate and without notice where use of the Service endangers its security, its integrity or that of other Customers, or where the law requires it.

The Publisher may discontinue the Service, or a plan, subject to a written notice of ninety (90) days, during which the Customer may export its data. Sums paid for a period not yet performed are then refunded pro rata.

18. Changes to the Terms

The Publisher may amend these Terms. Substantial amendments are notified by email, or in the Service, at least thirty (30) days before they take effect; a Customer who is a consumer is informed on a durable medium, together with a statement of their right to terminate at no cost.

Continuing to use the Service after that date means the new version is accepted. A Customer who refuses it may terminate under article 9 before it takes effect, without penalty; for a Customer who is a consumer, sums corresponding to a period paid for and not performed are then refunded pro rata.

19. Force majeure

Neither party is liable for a failure resulting from an event of force majeure within the meaning of article 1218 of the French Civil Code, and case law thereunder.

20. Miscellaneous

Severability. Should any provision of these Terms be held unlawful or unenforceable, it shall be deemed unwritten, and the remaining provisions shall continue to apply.

No waiver. The fact that the Publisher does not enforce a provision at a given time shall not be construed as a waiver of the right to enforce it later.

Assignment. The Customer may not assign these Terms without the Publisher’s prior written agreement. The Publisher may assign them in the context of a reorganisation or a transfer of its business, subject to informing the Customer; a Customer who is a consumer may then terminate at no cost if they do not accept that change.

Entire agreement. These Terms, the Legal notice and the Privacy Policy make up the entire agreement between the parties in respect of the Service.

Language. These Terms are published in English and in French. In the event of a discrepancy, the French version prevails.

21. Governing law and disputes

These Terms are governed by French law.

In the event of a dispute, the Customer undertakes to contact the Publisher first at legal@despii.com in order to seek an amicable solution.

Consumers. The choice of French law does not deprive a consumer resident in another European Union State of the protection afforded to them by the mandatory provisions of the law of their country of residence (article 6 of Regulation (EC) No 593/2008, known as Rome I).

After a written complaint to the Publisher has gone unanswered, or has received an answer that does not satisfy them, a consumer Customer may refer the matter free of charge, within one year of that complaint, to a consumer mediator: [[À COMPLÉTER : nom, adresse et site du médiateur de la consommation auquel l’éditeur adhère]]. Mediation is optional: the consumer remains free to bring the matter before the competent court, before, during or after.

For a cross-border dispute, a consumer resident in the European Union may also contact the European Consumer Centres Network (ECC-Net). The European online dispute resolution platform ceased to operate on 20 July 2025 under Regulation (EU) 2024/3228, and is no longer a means of redress.

A consumer Customer may bring the dispute before any court having territorial jurisdiction under the French Code of Civil Procedure, or before the court of the place where they lived when the contract was concluded or where the harmful event occurred (article R.631-3 of the French Consumer Code). A consumer resident in another European Union Member State may bring proceedings before the courts of their State of residence, under Regulation (EU) No 1215/2012.

Professionals. Failing an amicable solution, any dispute between the Publisher and a Customer acting for professional purposes falls within the exclusive jurisdiction of the courts of Paris, France, including in the event of multiple defendants or third-party proceedings.

Annex: model withdrawal form

Form provided for in the annex to article R.221-1 of the French Consumer Code. Complete and return this form only if you wish to withdraw from the contract, and under the conditions of article 8.

To DESPII SASU, 5 rue Pleyel, 93200 Saint-Denis, France, legal@despii.com

I hereby give notice that I withdraw from my contract for the supply of the following service:

Ordered on: …

Name of consumer: …

Address of consumer: …

Signature of consumer (only if this form is notified on paper): …

Date: …