Spock Automate Terms and Conditions

"Automation" means a discrete automated workflow designed, built, and deployed by us for you, which achieves a single business outcome by connecting one or more systems and executing defined logic in response to specified triggers.

"Automation Brief" means the document used during onboarding to capture your requirements, systems, and expected outcomes for an Automation.

"Bookt Holdings" means Bookt Holdings Inc., the owner of the Spock platform and related intellectual property.

"Build Fee" means the one-time fee for designing, developing, and deploying an Automation.

"Business Day" means any day other than Saturday, Sunday, or public holiday in South Africa.

"Business Hours" means Monday to Friday, 08:00 to 17:00 South Africa Standard Time, excluding public holidays.

"Client Data" means all data processed by or through your Automations.

"Connected Systems" means third-party software applications integrated with your Automations (e.g., CRM, accounting software, communication platforms).

"Critical Issue" means an issue rendering an Automation completely non-functional or causing significant business impact.

"Documentation Export" means the detailed written description of an Automation provided upon termination, including objectives, triggers, logic steps, and configurations.

"Maintenance" means ongoing monitoring, support, and operational services for deployed Automations.

"Maintenance Fee" means the recurring monthly fee for Maintenance.

"Service Agreement" means the agreement signed by you that incorporates these Terms.

"Spock Platform" means the proprietary software platform through which Automations are deployed, accessed, and monitored.

"Third-Party Costs" means fees charged by third-party providers in connection with Automations (e.g., SMS gateways, premium APIs).

2.1 What We Do

Spock Automate is a managed automation service. We design, build, deploy, and maintain intelligent automated workflows tailored to your business needs. You define the outcome; we deliver the solution.

2.2 How It Works

For each Automation, we follow this process:

1. Discovery: We work with you to understand your requirements and document them in an Automation Brief.
2. Build: Our specialists design and construct your Automation, connecting your systems and programming the required logic.
3. Test: You test the Automation and provide feedback. We include two rounds of revisions within scope.
4. Deploy: Once approved, we deploy the Automation to production within your Spock environment.
5. Maintain: We proactively monitor, maintain, and optimise your Automations on an ongoing basis.

3.1 Spock Platform Subscription

You must maintain an active, paid subscription to the Spock Platform to use Spock Automate. Your use of the Spock Platform is governed by the Spock Terms of Service at spock.chat/terms. If your Spock subscription is terminated or suspended, your Automations will cease to function and our maintenance obligations will be suspended.

3.2 Technical Requirements

Automations can only integrate with systems that are cloud-based and provide API access. We cannot build Automations requiring integration with on-premise systems or systems without APIs.

3.3 Your Responsibilities

You agree to:

• Provide accurate information about your requirements and business processes;
• Provide necessary access credentials and API keys to Connected Systems;
• Respond to our requests for information within five (5) Business Days;
• Test Automations and provide feedback during the testing phase;
• Notify us promptly of any changes to Connected Systems that may affect your Automations; and
• Pay all Third-Party Costs associated with your Connected Systems and Automations.

This is important. Please read carefully.

Automations are designed to support and enhance human decision-making, not replace it. You acknowledge and agree that:

• You will implement appropriate human oversight for all Automations, particularly those involving financial transactions, communications with third parties, data modifications, or other consequential actions;
• You are solely responsible for all decisions made and actions taken based on Automation outputs or actions;
• Automations may produce errors, and human review is essential before relying on any output; and
• We have no liability for any consequences arising from Automation actions or outputs.

5.1 What's Included

Maintenance includes:

• Proactive monitoring of your Automations;
• Investigation and resolution of errors and failures;
• Updates required due to changes in Connected Systems' APIs;
• Performance optimisation; and
• Minor adjustments to Automation logic (approximately 2 hours of work per Automation per month).

5.2 Response Times

5.3 What's Not Included

Maintenance does not include:

• Issues caused by your misuse or unauthorised modifications;
• Outages of Connected Systems not caused by the Automation;
• Substantive changes to Automation scope (these are new Automations);
• Third-Party Costs; and
• Issues arising from your failure to maintain a Spock Platform subscription.

5.4 Support Contacts

Email: Louis@spock.chat, Tertius@spock.chat, Jordan@spock.chat

6.1 Payment Terms

The fees for Spock Automate are set out in your Service Agreement. General payment terms:

• Build Fees and Retainer Fees are payable in advance via EFT;
• Maintenance Fees are charged monthly via credit card (Stripe), or EFT by arrangement;
• All fees are exclusive of VAT;
• Invoices are due within 30 days;

6.2 Third-Party Costs

You are responsible for all Third-Party Costs (SMS gateways, premium APIs, etc.). We are not liable for any service interruption resulting from your failure to pay Third-Party Costs.

6.3 Retainer Rollover

If you're on a Retainer plan and don't use your full monthly Automation allocation, unused Automations roll over to the following month only. Maximum accumulation is double your monthly allocation. Unused rolled-over Automations expire at the end of the following month.

7.1 Our IP

The Spock Platform, all Automation frameworks, templates, methodologies, and related intellectual property are owned by Bookt Holdings Inc. We (TTL Technologies) are authorised to provide services under license from Bookt Holdings. Nothing in these Terms transfers any ownership interest in our intellectual property to you.

7.2 Automation Ownership

All Automations we build, including their underlying logic, code, and configurations, remain our property (and that of Bookt Holdings). You are granted a license to use your Automations while you remain a client and pay applicable fees.

7.3 What You Get on Exit

Upon termination, you may request a Documentation Export for each Automation. This includes detailed instructions, logic steps, integrations, and configurations—sufficient for you or another provider to recreate the functionality. You do not receive access to the actual technical implementation or source code.

7.4 Your Data

You own your Client Data. We only access and process it to provide the Services.

7.5 Reuse Rights

We may reuse Automation patterns, frameworks, and methodologies developed while serving you for other clients and to improve our services, provided we don't share your Client Data or confidential information.

8.1 Data Processing

Our data processing obligations are governed by a separate Data Processing Addendum (DPA), which will be provided upon request.

8.2 Security

We implement appropriate technical and organisational measures to protect your data, including:

• Encryption at rest (AES-256) and in transit (TLS 1.3);
• Access controls and authentication;
• Regular security assessments; and
• Incident response procedures.

8.3 Infrastructure

Automations run on infrastructure controlled by Bookt Holdings, located in the European Union. We comply with POPIA and GDPR where applicable.

8.4 Credentials

We store your API credentials securely and use them solely to operate your Automations.

8.5 Security Incidents

We will notify you within 72 hours of becoming aware of any security incident affecting your data.

9.1 Obligations

Each party (as "Receiving Party") shall, with respect to the other party's (as "Disclosing Party") Confidential Information:

• maintain its confidentiality using at least the same degree of care used to protect its own confidential information, but not less than reasonable care;
• use it solely for the purposes of performing obligations or exercising rights under this agreement;
• limit access to employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than these Terms;
• not disclose it to any third party without prior written consent, except as permitted under Section 9.5;
• notify the Disclosing Party promptly upon discovery of any unauthorised access, use, or disclosure; and
• upon termination, return or destroy all Confidential Information and, upon request, certify such destruction in writing.

9.2 Prohibited Uses

We shall not: (a) sell, rent, or commercialise your Client Data; (b) use your Client Data to train AI or machine learning models; (c) use your name or details for marketing without your consent; or (d) disclose your Confidential Information to your competitors.

9.3 Credentials

Credentials are stored encrypted, used solely to operate your Automations, and permanently deleted upon termination. We will notify you promptly of any suspected compromise.

9.4 Exceptions

Confidentiality obligations do not apply to information that: (a) becomes public through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is received from a third party without restriction; or (d) is independently developed. Disclosure is permitted if required by law, provided the disclosing party gives prompt notice where legally permitted.

9.5 Duration

Confidentiality obligations survive for five (5) years after termination. For trade secrets, obligations continue indefinitely.

10.1 Our Warranties

We warrant that:

• We have the right to provide the Services;
• Services will be performed professionally and competently; and
• We will comply with applicable laws.

10.2 Your Warranties

You warrant that:

• You have the right to enter into this agreement;
• You have all necessary rights to your data and Connected Systems;
• Your data doesn't infringe third-party rights; and
• You maintain an active Spock Platform subscription.

10.3 Disclaimers

EXCEPT AS EXPRESSLY STATED, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

WE DO NOT WARRANT THAT AUTOMATIONS WILL BE ERROR-FREE OR ACHIEVE ANY PARTICULAR OUTCOME. AUTOMATIONS MAY PRODUCE ERRORS. HUMAN OVERSIGHT IS ESSENTIAL.

WE ARE NOT RESPONSIBLE FOR FAILURES CAUSED BY CONNECTED SYSTEMS, INCLUDING API CHANGES OR OUTAGES.

11.1 No Consequential Damages

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, OR DATA.

11.2 Liability Cap

OUR TOTAL LIABILITY IS LIMITED TO THE FEES YOU PAID US IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

11.3 Automation Liability

WE HAVE NO LIABILITY FOR:

• Any decision or action you take based on Automation outputs;
• Any action performed by an Automation (sending emails, transferring data, etc.);
• The accuracy or fitness for purpose of any Automation output; or
• Your failure to implement appropriate human oversight.

11.4 Sole Recourse

Your sole recourse for claims is against TTL Technologies (Pty) Ltd. Bookt Holdings Inc. has no liability to you.

You agree to indemnify and hold us (and Bookt Holdings) harmless from claims arising from:

• Your data or its processing;
• Your breach of these Terms;
• The operation of Automations, including actions they perform;
• Your violation of applicable law; or
• Your failure to maintain appropriate human oversight.

13.1 Term

Your engagement continues month-to-month until terminated.

13.2 Termination

Either party may terminate at any time by providing written notice. Termination is effective upon receipt.

13.3 Effect of Termination

• No refunds: Fees paid are non-refundable, including Build Fees, Retainer Fees, and the current month's Maintenance.
• Access period: If you've paid Maintenance for the current month, Automations remain operational until month-end.
• Documentation Export: Request within 30 days of termination.
• Data deletion: We delete your data within 30 days after the access period, unless legally required to retain it.

Entire Agreement and Superseding: These Terms, your Service Agreement, and any DPA constitute the entire agreement. These Terms supersede any prior agreements between the parties relating to automation services.

Governing Law: These Terms are governed by the laws of South Africa.

Disputes: Disputes will first be addressed through good faith negotiation. If unresolved within 30 days, either party may submit to the courts of South Africa.

Assignment: Neither party may assign without consent, except to affiliates or in connection with a merger/acquisition.

Force Majeure: Neither party is liable for delays due to circumstances beyond reasonable control.

Amendments: We may update these Terms. Material changes will be notified with 30 days' notice. Continued use constitutes acceptance.

Severability: If any provision is unenforceable, the remainder continues in effect.

Third Party Beneficiary: Bookt Holdings Inc. is a third-party beneficiary of the intellectual property and liability provisions.

TTL Technologies (Pty) Ltd
194 Bancor Avenue, Park Lane West Building, Waterkloof Glen, Pretoria, 0181

Email: Louis@spock.chat, Jordan@spock.chat, Tertius@spock.chat