# Terms of Service · Rationale > The terms for using Rationale, including the Data Processing Terms. Source: https://rationalehq.com/terms Language: en # Terms of Service This version effective 6 October 2026 · First published 3 October 2026 In short - Rationale is for organizations and people at work, not for personal or household use. - It is free during the pilot. If that changes, we tell you at least 30 days before, and nothing is charged unless you agree. - Your organization owns its content. We use it only to run the service for you, and never to train AI models. - What AI writes can be wrong: people stay responsible for their decisions. - Portuguese law applies, with the courts of Funchal. ## 1\. The agreement These terms are an agreement between **Inside My Tranquility, Lda.**, a private limited company (sociedade por quotas) with registered office at Estrada Comandante Camacho de Freitas, n.º 779, São Roque, 9020-154 Funchal, Madeira, Portugal, registered with the Conservatória do Registo Comercial do Funchal under the single registration and tax number (NIPC) 519 295 145, with a share capital of €5,000.00 ("we", "us") and the organization on whose behalf you use Rationale (the "customer"). The person who creates a workspace accepts these terms for the organization, by ticking the box that says so, and confirms they are authorized to do so; after a material change (section 15), a workspace owner accepts the new version for it in the app. If you join a workspace someone else created, you use Rationale under these terms, which that customer accepted, and you agree to follow them. We keep a record of each acceptance: who, for which workspace, which version and when. If you use Rationale on your own, for your work, you are the customer. The [Data Processing Terms](#data-processing) and the [US State Privacy Terms](#us-privacy) below are part of these terms; our [Privacy Policy](https://rationalehq.com/privacy) explains how we handle personal data. ## 2\. Business use only Rationale is offered to businesses and professionals for their work. You must be at least 18 and must not use it as a consumer (for personal, family or household purposes). For now we do not offer Rationale to organizations established in the United Kingdom or in Quebec. The customer confirms that neither it nor any of its members is the target of sanctions of the European Union, the United Nations, the United Kingdom or the United States, or located in a country or region subject to comprehensive sanctions. ## 3\. The service and the free pilot Rationale stores a team's decisions (what was decided, why, and what was ruled out), links them to the team's work, and shows them to its people and AI agents. It includes the website, the Rationale client you install, the MCP connector for AI assistants, and connectors to tools such as Jira. The service is in an early pilot: it is free, it changes often, and features may be added, changed or removed. We may end the pilot or the service by telling workspace owners at least 30 days before. If we ever introduce fees, we tell you at least 30 days before, and nothing is charged unless your organization accepts them. ## 4\. Accounts and security You sign in with a link sent to your email address, so keep that mailbox secure. Workspace owners decide who joins their workspace and what role each person has, and are responsible for the people they invite. Devices and AI connections you approve act for you until you revoke them. Tell us at once at [support@rationalehq.com](mailto:support@rationalehq.com) if you think someone used your account without permission. ## 5\. Your content The customer keeps all rights in the content it and its members put into Rationale or bring in through connectors ("customer content"). The customer gives us a limited, non-exclusive permission to host, copy, process and display customer content only to provide, secure and support the service for the customer, as described in the Data Processing Terms and the US State Privacy Terms. We do not sell customer content, do not use it to train AI models, and do not use it for advertising. We may use data about how the service is used (such as counts, timings, versions and errors, never the content of decisions, tasks or notes) to operate, secure, measure and improve Rationale, and publish it only aggregated so that no customer or person can be identified. The customer is responsible for its content: that it has the right to put it in Rationale and that it has told the people whose personal data it includes, as the law requires. Ideas and feedback you send us about Rationale can be used freely to improve it, without obligation to you. We and our licensors keep all rights in Rationale, its software and its documentation; these terms grant only the rights they state. We do not name the customer or show its logo as a customer of Rationale, in public or to other customers, without its prior written permission. ## 6\. AI-generated content Rationale relies on AI: decisions are extracted from work sessions by the AI tool each member runs on their own computer (such as Claude Code), and summaries and placements are written by AI. AI output can be incomplete, out of date or wrong, and is marked as inferred until a person confirms it. People remain responsible for their decisions and for checking what they rely on. Rationale does not give legal, financial or other professional advice. Your use of your own AI tools, and of any AI assistant you connect to Rationale, is governed by your agreement with their providers. The Rationale client runs your AI tool on your computer, so it uses your plan with that provider and its usage limits. The customer is responsible for having agreements with those providers that allow the use its members make of them, including automated use and the data their tools send. You are responsible for what your AI agents do, including changes they make based on what Rationale shows them. ## 7\. Connectors and other services When you connect Jira or another service, you authorize Rationale to access it on your behalf within the permissions you approve, and you remain bound by that service's terms. Those services are provided by their own companies, not by us, and we are not responsible for them, their availability or their changes. Atlassian is not a party to these terms and has no responsibility for Rationale. You can disconnect a service at any time. ## 8\. Acceptable use You must not, and must not let others: - break the law, or infringe anyone's rights, including their privacy and intellectual property; - upload malware, or content you have no right to share; - access accounts, workspaces or data that are not yours, or test or bypass Rationale's security without our written permission; - overload or disrupt the service, or access it by automated means other than the Rationale client, the MCP connector and the documented API; - resell or rent the service, or use it to build a competing product; - store special categories of personal data (such as health data) or data about children in Rationale; - put passwords, API keys or other secret values in Rationale (it refuses or redacts the ones it detects, but cannot detect them all); - use Rationale in breach of the export control or sanctions laws of the European Union, the United Nations, the United Kingdom or the United States. ## 9\. The Rationale client We grant you a personal, non-exclusive, non-transferable right to install and use the Rationale client to use the service, for as long as you use the service. It can update itself (unless installed through Homebrew or with automatic updates turned off), and older versions may stop working with the service. Open-source components in it are licensed under their own licenses. You may not copy, modify, distribute or reverse engineer it, except as the law allows. ## 10\. Confidentiality We treat customer content as confidential: we use it only to provide the service and disclose it only to the people and service providers who need it for that purpose and are bound to keep it confidential, or when the law requires it (in which case we tell the customer unless the law forbids it). The customer treats as confidential what we share with it that is not public, such as security documents, audit answers and non-public prices. ## 11\. Suspension, termination and your data You can stop using Rationale at any time. A workspace owner can ask us at [support@rationalehq.com](mailto:support@rationalehq.com) to delete the workspace. We may suspend access to protect the service, its users or third parties, or if these terms are seriously breached, and we tell you why unless we cannot. Before deleting a workspace, we provide its content on request in a machine-readable format. We delete a workspace and its content within 30 days of a deletion request, or 90 days after the service ends for the customer; deleted data disappears from our backups within a further 7 days. Sections 5, 6, 7, 10, 11, 12, 13, 14, 16 and 17, the Data Processing Terms and the US State Privacy Terms (until deletion) continue after termination. ## 12\. The service is provided as it is We work to keep Rationale reliable and secure, but, to the extent the law allows, the service is provided "as is" and "as available", without warranties of any kind, express or implied, including fitness for a particular purpose, uninterrupted availability or accuracy of AI output. ## 13\. Limitation of liability To the extent the law allows: neither party is liable for indirect or consequential loss, or for loss of profits, revenue or goodwill; and each party's total liability arising from these terms, including the Data Processing Terms, is limited to the greater of €100 and the amounts the customer paid us in the 12 months before the event giving rise to the claim. This limit does not apply to the customer's obligation to pay fees, to the customer's obligations under section 14, or to liability toward data subjects that the GDPR or the Standard Contractual Clauses do not allow to be limited. Nothing in these terms excludes or limits liability for intent (dolo) or gross negligence, including that of a party's representatives or auxiliaries (such as sub-processors), for liability outside the contract, for damage to life, physical or moral integrity or health, or any liability that cannot be limited under applicable law, including Article 809 of the Portuguese Civil Code and Article 18 of the Portuguese law on standard contract terms (Decree-Law 446/85). ## 14\. Claims from others The customer will defend us against, and cover our reasonable costs of, third-party claims arising from customer content or from use of the service that breaches these terms or the law, provided we tell the customer promptly and let it handle the defense. ## 15\. Changes to these terms We may update these terms. We publish every new version here with its date. If a change materially reduces the customer's rights or adds obligations, we email the owners of every workspace at least 30 days before it takes effect, unless the law or a security need requires it sooner, and it does not apply to a period already paid unless it favors the customer. Changes that only describe a new feature or a new legal requirement apply when published; new sub-processors are announced as the Data Processing Terms say. If the customer does not agree with a material change, it can end the agreement before the change takes effect, and we refund fees paid for the period after the end. ## 16\. Law and courts These terms are governed by Portuguese law, excluding the United Nations Convention on Contracts for the International Sale of Goods. The courts of the Comarca da Madeira, in Funchal, have exclusive jurisdiction, unless mandatory law gives a party the right to bring a claim elsewhere. ## 17\. Other terms These terms, including the Data Processing Terms and the [US State Privacy Terms](#us-privacy) where they apply, are the whole agreement about Rationale and replace earlier discussions. A signed order form prevails only where it says so expressly; purchase orders and the customer's own terms do not apply, even if we accept or process them. If a provision is invalid, the rest remains in force. Not enforcing a right is not a waiver. Neither party may transfer this agreement without the other's written consent, which may not be unreasonably withheld for a transfer to a company that takes over all or most of the transferring party's business or of the service and accepts these terms; if the customer does not consent to a transfer by us, it may end the agreement before it and we refund fees paid for the period after the end. Neither party is responsible for a delay or failure caused by events beyond its reasonable control (such as natural disasters, war, epidemics, widespread internet or power failures or acts of government), provided it takes reasonable steps to limit it; this does not excuse paying fees. As neither party is a consumer, articles 27 to 29 of Portuguese Decree-Law 7/2004 (on electronic contracting) do not apply. Notices to the customer go to its workspace owners' email addresses; notices to us go to [support@rationalehq.com](mailto:support@rationalehq.com) or to our registered office. ## Annex · Data Processing Terms This annex applies when we process personal data on behalf of the customer, and forms the agreement required by Article 28 of the EU General Data Protection Regulation (GDPR) and, where they apply, the UK GDPR and Canadian privacy laws. The customer is the controller and we are its processor; where the customer acts as a processor for another controller, we are its sub-processor, and the customer confirms that controller has authorized these terms. Where a US state privacy law applies, the [US State Privacy Terms](#us-privacy) also form part of this annex. Personal data we process as controller (accounts, sign-in, security, support and measuring the service) is covered by our [Privacy Policy](https://rationalehq.com/privacy), not this annex. The Rationale client runs on members' computers under the customer's control; only what it sends to our servers is processed by us. 1. **Subject, duration, nature and purpose.** Subject: customer personal data in customer content and in what connectors bring in. Nature: receiving it from the Rationale client, the MCP connector, the API and connected services; storing, encrypting, organizing, matching, displaying and sending it to members and their AI tools; backups; deletion. Purpose: providing, securing and supporting the service for the customer. Frequency: continuous. Duration: while the customer uses the service and until deletion under [section 11](#termination). 2. **Personal data and people concerned.** People: the customer's members and invitees, people who appear in its connected Jira sites and GitHub repositories (assignees, reporters, authors, reviewers and commenters) and people named in customer content. Data: names, email addresses and work identifiers; Atlassian account IDs, display names, profile photos and, when shown, email addresses; GitHub user IDs, usernames, public names, profile photos and, when public, email addresses; issues and pull requests; the content of decisions, tasks, handoffs, summaries and connected tickets; the client activity described in the Privacy Policy (AI tool, repositories, branches and file paths). No special categories of data are intended (see [section 8](#acceptable-use) of the terms). 3. **Instructions.** We process customer personal data only on the customer's documented instructions, which are these terms and the customer's use and configuration of the service, including the transfers in item 7, unless European Union or Portuguese law requires otherwise; in that case we tell the customer first unless the law forbids it. We tell the customer if we believe an instruction infringes data protection law. 4. **Confidentiality.** Everyone we authorize to process customer personal data is bound to confidentiality. 5. **Security.** We apply appropriate technical and organizational measures (Article 32 GDPR), including: HTTPS for every connection; encryption of the text of decisions, notes, tasks, handoffs and summaries, of connector tokens and of people's names, email addresses and photos, with keys kept outside the database (identifiers such as workspace, project, repository and branch names and file paths are not encrypted by us); access limited to staff who need it, with two-factor authentication on provider accounts; an admin that cannot decrypt content and records every staff view of a customer's data in that customer's audit log; a production console used only for support the customer asks for or to handle an incident, its opening recorded in our own audit log; a firewall and key-only server access; daily backups; and deletion and retention controls. We may change these measures if overall protection does not decrease. 6. **Sub-processors.** The customer authorizes the sub-processors listed in our [Privacy Policy](https://rationalehq.com/privacy#recipients) (DigitalOcean, LLC and Plus Five Five, Inc., trading as Resend). We bind each by written contract to data protection obligations offering at least the same protection as this annex, and remain responsible for them. We announce a new or replaced sub-processor by email to workspace owners and on that list at least 30 days before it starts processing customer personal data; the customer may object in writing within that period on reasonable data protection grounds. If we cannot address the objection, the customer may end the agreement before the change, have its data deleted and receive a refund of fees paid for the period after the end. If a sub-processor must be replaced at once to keep the service secure or running, we tell the owners as soon as we can, with the same right to object. 7. **International transfers.** Customer personal data is hosted in the United States (DigitalOcean), emailed through the United States and the European Union (Resend) and accessed by our staff from Portugal. As we are established in Portugal, the GDPR's transfer rules apply to all customer personal data we pass on, wherever the people concerned are. Transfers to DigitalOcean, LLC rely on its certification under the EU-U.S. Data Privacy Framework, its UK Extension and the Swiss-U.S. Data Privacy Framework and, if that certification stops applying, on the Standard Contractual Clauses of Commission Implementing Decision (EU) 2021/914 (with the UK Addendum) in its data processing agreement. Transfers to Resend rely on those Standard Contractual Clauses in its data processing agreement, which always apply (with the UK Addendum, and as adapted for Switzerland), and on its certification under the EU-U.S. Data Privacy Framework and its UK Extension. Where the customer is established outside the EEA in a country without an adequacy decision, Module Four (processor to controller) of those Clauses applies to the personal data we make available to it and is incorporated by reference, with Portuguese law and the courts of Portugal chosen under Clauses 17 and 18, and this annex giving the information for their Annex I. 8. **Assistance.** Taking into account the nature of the processing, we help the customer answer requests from people exercising their rights and meet its obligations on security, breach notification, impact assessments and prior consultation (Articles 32 to 36 GDPR). We pass on to the customer, within 5 business days, any request a person makes to us about customer content, and do not answer it ourselves unless the customer authorizes us. We may charge reasonable costs for help beyond what the service and our standard tools provide, after telling the customer. 9. **Personal data breaches.** We notify the customer without undue delay, and in any case within 48 hours, after becoming aware of a breach affecting customer personal data, by email to the workspace owners, with the information then available that the customer needs to meet its own obligations (the nature of the breach, the categories and approximate number of people and records concerned, its likely consequences and the measures taken or proposed), and more as we learn it. We take reasonable steps to contain the breach. Notifying a breach is not an admission of fault. 10. **Deletion.** When the service ends for the customer, we delete customer personal data (or return it first, on request) as described in section 11, unless the law requires us to keep it. 11. **Information and audits.** We make available the information needed to demonstrate compliance with this annex, and allow audits by the customer or an auditor it appoints, once a year on 30 days' notice (and also whenever a supervisory authority requires it or after a personal data breach), at the customer's cost and in a way that protects other customers' data and our security. The customer first asks in writing and we answer with documents and written replies; an on-site or remote audit follows only if these do not show compliance. Auditors are bound to confidentiality, and what we share is our confidential information. 12. **The customer's obligations.** The customer is responsible for the lawfulness of the personal data it and its members put in or connect to Rationale, for its legal basis and for informing the people concerned, and gives only instructions that comply with data protection law. 13. **Liability.** Liability under this annex is subject to section 13. Nothing in these terms limits a party's liability toward data subjects under Article 82 GDPR or the Standard Contractual Clauses. 14. **Order of precedence.** If documents conflict, this order applies: the Standard Contractual Clauses where they apply; the US State Privacy Terms, for the laws they cover; this annex; the rest of these terms. The Privacy Policy describes our processing but does not change this annex. Project automation settings and a member's personal capture pause are documented instructions within the service's existing scope. They do not grant access to unconnected sources, authorize new work or replace the customer's legal basis and duty to inform people. A pause or an off setting stops new automatic processing of that kind; it does not delete existing workspace records, which follow the retention and deletion terms above. The Privacy Policy describes the controls, defaults and client requirements. ## Annex · US State Privacy Terms This annex applies when we process personal information for a customer that is subject to the California Consumer Privacy Act and its regulations (the "CCPA") or to another US state comprehensive privacy law, such as those of Virginia, Colorado, Connecticut, Utah, Texas, Oregon, Montana, Iowa, Delaware, New Hampshire, New Jersey, Tennessee, Minnesota, Maryland, Indiana, Kentucky, Rhode Island and Nebraska, and those that take effect later (together, "US state privacy laws"). It is part of these terms and applies automatically, with no signature needed. Under the CCPA the customer is the business and we are its service provider; under the other laws the customer is the controller and we are its processor. Words such as "personal information", "business purpose", "sell", "share", "consumer" and "de-identified" have the meaning the applicable law gives them. ### 1\. Scope and precedence "Customer personal information" means the personal information in customer content and in the client activity described in the [Privacy Policy](https://rationalehq.com/privacy) that we process for the customer. Items 1 and 2 of the [Data Processing Terms](#data-processing) describe its subject, nature, purpose and duration, the kinds of data and the people concerned; the rights and obligations of both parties are those in these terms. It does not include the data we handle for our own business (accounts, sign-in, security records, emails sent to us and access requests), which the Privacy Policy covers. The AI tools members run on their own computers, and the AI assistants they connect to Rationale, are the customer's own providers, not our sub-processors; what they receive is governed by the customer's agreements with them. For customer personal information, the Data Processing Terms also apply. Where this annex protects that information more, this annex prevails. If a US state privacy law requires a service provider or processor contract to contain a term this annex lacks, that term applies as part of this annex, to the extent that law requires it. Nothing in this annex relieves either party of the duties a US state privacy law gives it. ### 2\. The business purposes The customer discloses customer personal information to us only for the following limited and specified business purposes, and we process it only for them: - **Providing Rationale to the customer**, as described in section 3: storing its team's decisions, tasks, handoffs, notes and summaries; linking them to its work; showing them to its members and to the AI agents its members connect; and bringing in, and keeping up to date, the work items and people from the tools it connects, such as Jira and GitHub. - **Following the customer's instructions** given through its use and configuration of the service: for example inviting a person, connecting or disconnecting a tool, joining a person's accounts within its workspace when a member or an owner confirms it, making a record private, and exporting or deleting data. - **Securing the service**: signing people in, limiting what each person sees, keeping audit logs, and detecting, preventing and investigating security incidents, fraud, abuse and illegal activity. - **Supporting** the customer and its members when they ask us for help. - **Maintaining the service and debugging it**, to find and repair errors that impair its intended functionality. - **Measuring and improving the service we provide**, using counts and timings, never content, and never to provide services to anyone else. - **Meeting legal obligations**: complying with the law and with valid legal process, and establishing or defending legal claims, as US state privacy laws allow. We do not retain, use or disclose customer personal information for any other purpose, including any other commercial purpose, unless a US state privacy law expressly allows it. ### 3\. What we do not do - We do not sell or share customer personal information, and we do not use it for targeted or cross-context behavioral advertising. - We do not retain, use or disclose it outside our direct business relationship with the customer. - We do not combine it with personal information we receive from or for anyone else, or collect from our own interaction with the person, except where a business purpose in item 2 needs it and the law allows it (for example, recognizing a workspace's own member when an account in a connected tool shows the member's sign-in address, or using security records to stop abuse). We never use one customer's personal information to serve another customer. - We do not use it to train AI models, and Rationale's servers run no AI models on it. - We use sensitive personal information (such as the tokens that connect a member's accounts) only to provide the service. We certify that we understand these restrictions and will comply with them. ### 4\. Compliance and protection We comply with the US state privacy laws that apply to us as a service provider or processor, and give customer personal information the same level of privacy protection they require of the customer. We follow the customer's documented instructions (item 3 of the Data Processing Terms) and tell the customer if we believe an instruction breaks a US state privacy law. Everyone we authorize to process customer personal information is bound to keep it confidential. We protect it with reasonable security procedures and practices appropriate to its nature (item 5 of the Data Processing Terms). ### 5\. Helping the customer meet its obligations Taking into account the nature of the processing and the information available to us, we help the customer: - **Answer consumer requests** (for example to know, access, correct, delete or obtain a copy of personal information). A workspace's owners can find, correct, export and delete most of its content in Rationale; we do the rest when the customer asks. The customer tells us of any request we must act on and gives us the information we need. When we delete at the customer's direction, we also tell our sub-processors to delete. If a consumer writes to us directly about customer personal information, we tell them we process it for the customer, pass the request to the workspace's owners, and act on it only as the customer instructs. - **Secure the information and notify breaches.** Item 9 of the Data Processing Terms applies to a breach of security under any US state privacy or breach notification law: we notify the customer without undue delay, and in any case within 48 hours, with the information the customer needs to notify people and authorities. - **Carry out assessments and audits**: its data protection assessments, impact assessments and risk assessments, and its cybersecurity audits. We make available to the customer, or to its auditor, the relevant facts and information in our possession, custody or control that they ask for, and we do not misrepresent any fact they need. - **Meet its obligations on automated decisionmaking technology**, if any apply to its use of Rationale. Rationale does not make decisions about people that have legal or similarly significant effects. ### 6\. The customer's oversight The customer may take reasonable and appropriate steps to make sure we use customer personal information in a way consistent with its obligations under US state privacy laws. On the customer's reasonable request, we make available all information in our possession necessary to demonstrate our compliance with this annex and with those laws, such as written answers to its questions, our records of processing, a description of our security measures and the relevant terms of our sub-processor contracts. We also allow, cooperate with and contribute to reasonable assessments, audits and inspections by the customer or an assessor it appoints, as item 11 of the Data Processing Terms describes: once every 12 months on 30 days' notice, and also when an authority requires it, after a breach, or under item 7 below. We hold no customer data at our own premises, so inspections cover our documents, records and systems' configuration, reviewed remotely. We do not hold an independent certification or audit report (such as SOC 2) today. If we obtain one, we provide its report on request, and the customer keeps the rights in this item. ### 7\. If we can no longer comply We notify the customer promptly, in writing, if we determine that we can no longer meet our obligations under this annex or under a US state privacy law. After that notice, or whenever the customer reasonably believes we are using customer personal information without authorization, the customer may, on notice to us, take reasonable and appropriate steps to stop and remediate that use. For example, it may require us to stop the processing concerned, to delete or return the information, or to confirm in writing that we no longer retain or use the personal information of consumers who made a valid request to delete; it may also stop using the service and have its data deleted under section 11. ### 8\. Sub-processors We engage sub-processors only as item 6 of the Data Processing Terms describes: we tell workspace owners of each new or replaced sub-processor at least 30 days before it starts, and the customer may object. Each sub-processor is bound by a written contract that complies with US state privacy laws and requires it to meet obligations at least as protective as ours under this annex. When a sub-processor tells us it engages another person to process customer personal information, we pass that on to the customer; our Privacy Policy links each sub-processor's own list. We remain responsible for our sub-processors. ### 9\. End of the service At the end of the service, at the customer's choice, we delete customer personal information or return it first, as section 11 describes, unless the law requires us to keep it. On request, we confirm the deletion in writing. ### 10\. De-identified and aggregated information We do not make de-identified data from customer personal information for our own purposes, and we never sell or share any. The counts and timings we use to measure and improve the service (item 2) are kept per workspace and per member, and remain customer personal information under this annex. Some counts we keep are our own records, not customer personal information: the daily number of client downloads, with no IP address, and the answers given on requests for access to Rationale, which keep no email address once we decide them (see the Privacy Policy). If we ever hold customer personal information in de-identified form, we take reasonable measures so it cannot be associated with a person or household, we keep and use it only in that form and do not try to re-identify it, and we bind anyone we disclose it to to do the same. ## Contact Support: [support@rationalehq.com](mailto:support@rationalehq.com) · Privacy: [privacy@rationalehq.com](mailto:privacy@rationalehq.com) · Post: Inside My Tranquility, Lda., Estrada Comandante Camacho de Freitas, n.º 779, São Roque, 9020-154 Funchal, Madeira, Portugal.