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OpenDPP — Terms of Service

Last updated: 2026-07-21 · Version: 1.1

1. Who we are

These Terms of Service ("Terms") are a binding agreement between you, the business customer ("Customer", "you"), and Opendpp UAB, a private limited liability company (uždaroji akcinė bendrovė) incorporated under the laws of the Republic of Lithuania:

(the "Provider", "we", "us"). "OpenDPP" is a trademark of Opendpp UAB (EUTM No. 019384181).

By creating an account, completing checkout, accessing the API, or using the Service you accept these Terms. If you accept on behalf of an organisation, you warrant that you are authorised to bind it. A click, checkbox or other electronic act of acceptance has the same effect as a handwritten signature.

These Terms incorporate by reference the API Terms, the Support Policy, the Data Processing Addendum ("DPA") and the Privacy Policy published by us, each as updated from time to time (together, the "Policies"). In case of conflict, the order of precedence is: (1) a written order form or enterprise agreement executed by both parties (an "Order"); (2) the DPA, for its subject matter; (3) these Terms; (4) the API Terms; (5) the Support Policy; (6) the Documentation.

2. The Service

2.1 "Service" means the OpenDPP business-to-business software-as-a-service platform at opendpp-node.eu and related subdomains, which issues and hosts Digital Product Passports (DPPs) and provides related interoperability outputs (IDTA Asset Administration Shell, W3C Verifiable Credentials / UNTP, GS1 Digital Link). "Documentation" means the usage documentation, API reference and product guides we publish. Available features, quotas and entitlements depend on your plan; we may enforce plan limits technically (including by declining requests over quota).

2.2 Changes to the Service. We continuously develop the Service and may improve, change or discontinue features, provided we do not materially degrade the core functionality of your paid plan during a committed term without the remedy in §17.2.

2.3 Free, trial and sandbox plans. Plans provided free of charge (including sandbox, pilot, trial, evaluation and free developer plans) are provided "as is", with no support entitlement and no availability commitment. We may modify, limit, suspend or discontinue free plans at any time, and may delete a free workspace and its data after ninety (90) days of inactivity, with at least fourteen (14) days' prior email notice.

2.4 Beta features. Features identified as alpha, beta, preview, pilot or experimental are optional and provided "as is", may be changed or withdrawn at any time, and are excluded from any commitments that otherwise apply to the Service.

3. Business customers only

The Service is offered solely to businesses and professionals (including sole traders) acting in the course of their trade, business, craft or profession. It is not offered to consumers, and statutory consumer-withdrawal/cooling-off rights do not apply. You must be at least 18 and able to enter into a binding contract. You confirm that you are acting exclusively for business purposes.

4. Accounts and acceptable use

4.1 Accounts. You are responsible for the accuracy of the information you provide, for safeguarding your credentials and API keys, and for all activity under your account, including activity by the individual users, integrators and machine principals (API keys) you authorise ("Users"). You will ensure Users comply with these Terms. You must notify us without undue delay at info@opendpp-node.eu of any suspected compromise of your account or keys; we may (but need not) suspend credentials we reasonably believe are compromised.

4.2 Acceptable use. You must comply with applicable law and must not, and must not permit any third party to:

You are solely responsible for the lawfulness, accuracy and completeness of the product data you submit and the Digital Product Passports you publish (see §9 and §14).

4.3 Reporting illegal content. The Service hosts information provided by customers, parts of which are published at the customer's instruction (§9.3). If you believe content available through the Service is illegal, report it to info@opendpp-node.eu, including the information described in Article 16(2) of Regulation (EU) 2022/2065 (Digital Services Act): an explanation of why the content is illegal, its exact location (URL), your name and email (unless the report concerns certain serious offences), and a statement of good faith. We process such notices, and otherwise enforce this §4, diligently, objectively and proportionately, with due regard to the rights and legitimate interests of all involved, and we may remove or disable content, suspend publishing, or suspend or terminate accounts as a result. We will inform the affected customer of the measure and the reasons, as required by law.

5. Plans, fees and currency

5.1 The Service is sold on subscription plans (Micro, Starter, Growth and Scale, each available on a 12-month and a 36-month commitment; plus Pilot and Enterprise, and the developer plans shown on the pricing page). The plans, features, quotas and fees in effect are those shown on opendpp-node.eu/pricing at the time you subscribe, or in your Order.

5.2 All fees are stated and charged in euro (EUR) and are exclusive of VAT, which is added per §8.

5.3 Fees are quoted as a monthly rate and are billed monthly in advance, regardless of the commitment term you choose (§6).

6. Commitment term, monthly billing, early termination and renewal

Read this section carefully. It governs how long you commit for, what you owe on early termination, and how the subscription renews.

6.1 Committed terms (self-serve). Each paid plan is offered on two self-serve commitment terms, purchasable directly at checkout:

There is no month-to-month-only option for the initial term.

6.2 Billing stays monthly. Whichever term you select, you are billed monthly in advance at the applicable monthly rate. A longer term lowers the monthly rate; it is not an up-front lump sum.

6.3 The commitment is binding for its full term. By subscribing you irrevocably commit to pay the applicable monthly fee for every month of your selected term (12 or 36 months). Your committed-term end date is recorded on your account at subscription.

6.4 No cancellation for convenience; early-termination charge. You may not cancel a subscription for convenience before the end of its committed term. If you purport to terminate early, or if we terminate for your material breach or non-payment under §7, then all monthly fees for the entire unexpired portion of the committed term become immediately due and payable as an agreed early-termination charge, representing a genuine pre-estimate of the committed revenue we lose. This charge is in addition to any amounts already accrued.

6.5 No refunds. Fees are non-refundable. You are not entitled to any refund, credit or set-off for unused time, unused features, downgrades, suspension caused by your breach, or early termination, except as expressly stated in these Terms (§15.2, §15.3, §17.2) or to the limited extent a refund is mandatory under applicable law.

6.6 Automatic renewal — month-to-month after the term. At the end of the committed term the subscription automatically continues on a rolling month-to-month basis at the then-current monthly rate for the plan, billed monthly in advance. Only after the committed term may you cancel, with cancellation taking effect at the end of the then-current monthly period. We may notify you before the term ends; failure to notify does not create a refund right or shorten the committed term.

6.7 Price changes. Committed-term fees are fixed for that term. For the rolling month-to-month period (§6.6) we may change fees on at least thirty (30) days' notice effective from your next billing period; your remedy is to cancel before the change takes effect.

6.8 Upgrades and downgrades. You may upgrade at any time (the higher rate applies immediately). Downgrades take effect only at the end of the committed term. No change reduces a remaining committed term or the early-termination charge in §6.4.

7. Payment, late payment and suspension

7.1 Payments are processed by Stripe. By subscribing you authorise us, via Stripe, to charge your payment method for the recurring monthly fee and applicable taxes for each billing period, and to charge any amount due under §6.4, until cancellation validly takes effect.

7.2 Where a corporate-invoice (net-30) arrangement is agreed, invoices are due within thirty (30) days of the invoice date, without deduction or set-off.

7.3 Late payment. Any amount not paid when due bears interest from the due date until paid in full, accruing daily, at the higher of (a) 1.5% per month (19.56% per annum) and (b) the statutory default interest rate for late payment in commercial transactions under Lithuanian law implementing Directive 2011/7/EU (the reference rate plus eight (8) percentage points). You also owe a fixed recovery sum of EUR 40 per overdue invoice and our reasonable costs of recovery (including legal and collection costs).

7.4 Chargebacks. Initiating a card chargeback or payment reversal of amounts validly due is a material breach of these Terms. We may suspend the Service immediately and recover the reversed amount, the payment processor's chargeback fees, and our reasonable recovery costs.

7.5 Suspension. If any amount is overdue, or you breach these Terms, we may suspend or restrict your access (including write access and publishing) without liability, and continue to charge fees and interest during suspension. We may also suspend immediately where reasonably necessary to address a security risk, unlawful use, or harm to the Service or third parties. Suspension or termination does not release you from amounts owed, including the §6.4 early-termination charge.

8. Taxes (VAT)

8.1 Fees are exclusive of VAT. VAT is applied per EU rules based on your place of establishment and VAT status: (a) a valid EU VAT-registered business outside Lithuania — reverse charge, 0% VAT, you self-account; (b) Lithuanian customers, and EU customers without a valid VAT number — the applicable standard VAT rate is added; (c) customers outside the EU — outside the scope of EU VAT.

8.2 You are solely responsible for providing a valid VAT number where you want the reverse charge to apply, and for the accuracy of your billing details. You will reimburse us for any tax, penalty or interest assessed because the information you gave was incorrect.

9. Customer Data, licences and publication

9.1 Your data. You retain rights in the product and business data you submit ("Customer Data"). You grant us a worldwide, royalty-free, sublicensable (to our sub-processors and hosting providers) licence to host, store, reproduce, process, adapt (e.g. into interoperability projections such as AAS, UNTP and GS1 Digital Link outputs), transmit and display Customer Data as needed to provide, secure and improve the Service and to comply with law.

9.2 Your responsibility for Customer Data. You represent and warrant that you have all rights and authorisations needed to submit Customer Data and to instruct its publication, and that Customer Data does not infringe third-party rights or applicable law.

9.3 Publication instruction. Digital Product Passports are designed to be public. By publishing a passport (or marking data as public) you instruct us to make its public portions available to any person without restriction, including via GS1 Digital Link URIs and QR codes, public resolver pages, machine-readable projections (AAS, UNTP, JSON-LD), knowledge feeds for automated agents, and search engines. You can unpublish where the applicable product rules allow it; copies already retrieved by third parties are outside our control.

9.4 No personal data in passports. Passports are product data, not personal data. Except for Permitted Contact Data (business contact details that product rules require or you choose to publish, e.g. economic-operator or facility contact details), you must not include personal data in Customer Data submitted for publication. We may reject, redact or unpublish content that violates this §9.4. Our processing of personal data within Customer Data is governed by the DPA.

9.5 Regulatory persistence. Product-passport rules (including Regulation (EU) 2024/1781 (ESPR) and Regulation (EU) 2023/1542 (Battery Regulation)) contemplate that published passports remain available for defined periods. You instruct us to retain and continue to resolve published passports for the applicable retention period, and we may do so even after your subscription ends (§15.4), unless you migrate them to another service and confirm deletion, or the applicable rules allow earlier removal.

9.6 Our IP. We and our licensors retain all rights in the Service, the OpenDPP software, the Documentation and the OpenDPP name and marks. You receive only a limited, non-exclusive, non-transferable right to use the Service under these Terms for your own internal business purposes (plus the integrator uses expressly permitted by the API Terms). Open-source client libraries we publish (e.g. the @opendpp/* npm packages) are licensed under their own open-source licences, which govern that code; these Terms govern the hosted Service.

9.7 Feedback. If you give us feedback, suggestions or ideas, we may use them without restriction or obligation; you grant us a perpetual, irrevocable, worldwide, royalty-free licence to do so.

9.8 Usage data. We may generate and use data about the operation and use of the Service (performance, telemetry, statistics) in aggregated, anonymised or de-identified form that does not identify you or any natural person, for operating, securing, improving, benchmarking and promoting the Service, during and after the term.

9.9 Data protection. Each party will comply with applicable data-protection law (including the GDPR). Where we process personal data on your behalf as processor, the DPA applies and is incorporated into these Terms. Our Privacy Policy describes the processing we carry out as controller (accounts, billing, website).

10. Switching and exit (EU Data Act)

10.1 This §10 implements Chapter VI of Regulation (EU) 2023/2854 (the "Data Act") for the Service as a data processing service.

10.2 Self-service export. You can export your exportable data — passports and related records — at any time, free of charge, through the Service's export functions and API in structured, commonly used, machine-readable formats (including JSON, AAS, EPCIS 2.0 event exports and CSV). Open interoperability projections and their specifications are published in the Documentation.

10.3 Switching. You may switch to another provider or to on-premises infrastructure by giving notice; a maximum notice period of two (2) months applies to initiate switching. Following your switching request we will support a transition period of up to thirty (30) days (extendable once where technically unfeasible, with notification), during which we will provide reasonable assistance and maintain the export interfaces. We do not charge switching charges or data-egress charges.

10.4 Retrieval window. After the effective date of termination or expiry, we will keep your exportable data retrievable for at least thirty (30) days (§15.4), after which §15.4 and the DPA govern deletion, subject to §9.5 (regulatory persistence of published passports).

10.5 Committed term unaffected. Switching, termination or porting before the end of a committed term does not waive amounts due under §6 (including the §6.4 early-termination charge). Those amounts are standard service fees for the agreed commitment, not charges for switching, data egress or exit assistance, which we do not levy.

11. Third-party services and advisory outputs

11.1 The Service interoperates with third-party services and public registries (e.g. payment processing by Stripe, sign-in infrastructure, GS1 systems, EU registries and validation services such as EORI/AEO checks). We do not control and are not responsible for third-party services, their availability, or the accuracy of data they return.

11.2 Validation, verification and advisory outputs produced by the Service (including GS1 syntax checks, EORI/AEO lookups, readiness indicators and warnings) are informational aids only. They are not legal, regulatory or conformity-assessment advice, and you must not rely on them as such.

12. Confidentiality

12.1 "Confidential Information" means non-public information disclosed by one party to the other in connection with the Service that is marked confidential or that a reasonable person would consider confidential (for you: non-public Customer Data; for us: the Service's non-public features, security information, roadmaps and pricing not published). It excludes information that is or becomes public without breach, was lawfully known before disclosure, is independently developed, or is lawfully received from a third party.

12.2 Each party will use the other's Confidential Information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to personnel, advisers and subcontractors bound by confidentiality obligations. A party may disclose Confidential Information where required by law or a competent authority, giving prior notice where lawful. These obligations survive for five (5) years after termination; data published at your instruction (§9.3) is not Confidential Information.

13. Warranties and limitation of liability

13.1 The Service is provided "as is" and "as available". To the maximum extent permitted by law we disclaim all implied warranties, including merchantability, fitness for a particular purpose and non-infringement, and do not warrant that the Service will be uninterrupted, secure or error-free. Any service levels, response targets or uptime figures we publish (including in the Support Policy) are targets, not warranties, and no service credits are owed.

13.2 Compliance disclaimer. OpenDPP is interoperability and Digital Product Passport tooling. We do not provide legal or regulatory advice, and use of the Service does not by itself guarantee compliance with the ESPR, the Battery Regulation or any other law. Determining and meeting your regulatory obligations is your responsibility.

13.3 Exclusions. To the maximum extent permitted by law, we are not liable for any indirect, incidental, special, consequential or punitive loss, or for loss of profits, revenue, goodwill, business, anticipated savings, or data (except the restoration of Customer Data from our then-current backups), or for regulatory fines or penalties imposed on you, however arising.

13.4 Cap. To the maximum extent permitted by law, our total aggregate liability under or in connection with these Terms and the Policies, together (whether in contract, tort, including negligence, or otherwise), is limited to the total fees you actually paid for the Service in the three (3) months immediately preceding the event giving rise to the liability, or EUR 100 if you have paid no fees (free, trial and sandbox plans).

13.5 Mandatory carve-out. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including for fraud, wilful misconduct, gross negligence, or death or personal injury caused by negligence.

14. Indemnity

You will defend, indemnify and hold us harmless from and against all claims, demands, proceedings, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) Customer Data and the products and Digital Product Passports you create or publish (including any personal data you include contrary to §9.4); (b) your breach of these Terms or of applicable law; (c) your products, business or regulatory non-compliance; and (d) any claim by your customers, end-users or any authority relating to your use of the Service. You are solely liable for your products and the information you publish; we assume no responsibility for them.

15. Term, suspension and termination

15.1 These Terms apply while you have an active subscription or account; §6 governs cancellation of paid subscriptions.

15.2 Termination by us for convenience. We may terminate a subscription or discontinue the Service for convenience on at least sixty (60) days' written notice. In that case — as your sole and exclusive remedy — we will refund any prepaid fees covering the period after the effective date, and no §6.4 early-termination charge arises for the remainder of the committed term.

15.3 Termination for cause. We may suspend (§7.5) and/or terminate the Service immediately on notice for your material breach (including non-payment), insolvency, or unlawful or harmful use, in which case §6.4 applies. You may terminate for our material breach not cured within thirty (30) days of your written notice; in that case §15.2's refund applies and no early-termination charge arises.

15.4 Effect of termination. On termination, your exportable data remains retrievable per §10.4 for at least thirty (30) days, after which we may delete Customer Data (the DPA governs personal data), subject to §9.5 (regulatory persistence of published passports) and legal retention duties. All amounts owed, including the §6.4 early-termination charge and accrued interest, remain payable and survive termination.

15.5 Survival. §§6.4–6.5, 7, 8, 9.5–9.8, 10.4, 12, 13, 14, 15.4–15.5 and 17–21 survive termination.

16. Publicity

We may identify you by name and logo as a customer in customer lists and marketing materials, in accordance with any brand guidelines you provide. You may opt out at any time by emailing info@opendpp-node.eu, and we will cease new uses within thirty (30) days.

17. Changes to these Terms; force majeure

17.1 These Terms take effect on the date they are first published (the "Last updated" date above). We may update these Terms and the Policies. For material changes we will give at least thirty (30) days' notice (e.g. by email or in-product). Changes apply to renewals and new billing periods from the stated effective date; your continued use after that date is acceptance.

17.2 If a material change is to your material detriment, you may terminate the affected subscription by notice before the change takes effect, with effect from the date the change would apply; in that case — as your sole and exclusive remedy — we will refund any prepaid fees covering the period after termination, and no §6.4 early-termination charge arises. This §17.2 does not apply to changes required by law or affecting free plans or beta features.

17.3 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control (including outages of general Internet infrastructure or upstream cloud providers, power failures, war, terrorism, civil unrest, natural disasters, epidemics, labour disputes, or acts of authorities), except payment obligations. The affected party will notify the other and mitigate. If the event continues for more than sixty (60) days, either party may terminate the affected subscription without the §6.4 charge.

18. Notices

Notices to you may be given by email to your account email address or in-product, and are deemed received on the next business day. Notices to us must be sent to info@opendpp-node.eu (and, for legal process, by registered mail to our registered office in §1). Routine service communications may be given in-product.

19. General

19.1 These Terms (with the Order and the Policies) are the entire agreement and prevail over any purchase-order or other terms you issue. No waiver is effective unless in writing. If a provision is held unenforceable, it is reduced to the minimum extent necessary and the rest remains in force.

19.2 You may not assign these Terms without our consent; we may assign them to an affiliate or successor, and may use subcontractors (for personal data, per the DPA).

19.3 The parties are independent contractors; nothing creates a partnership, agency or employment relationship.

19.4 Sanctions and export control. Each party represents that it is not subject to EU, UN, UK or US sanctions and will comply with applicable export-control and sanctions laws. We may suspend or terminate immediately, without liability, where continued provision would breach such laws.

19.5 Language. These Terms are drafted in English. Translations may be provided for convenience; the English version prevails. The UN Convention on Contracts for the International Sale of Goods does not apply.

20. Governing law and jurisdiction

These Terms are governed by the laws of the Republic of Lithuania. The courts of Vilnius, Lithuania have exclusive jurisdiction over any dispute, without prejudice to any mandatory rights that cannot be excluded by agreement; we may additionally seek injunctive relief or recover unpaid fees in the courts of your domicile.

21. Contact

Opendpp UAB · Švitrigailos g. 11K-109, LT-03223 Vilnius, Lithuania · Company code 308017314 · info@opendpp-node.eu