TERMS OF SERVICE

Terms of Service

Spock is operated by Seleya Labs Inc., a Delaware, USA corporation, file number 10004407 (“Seleya”, “we”). These Terms govern the Spock workspace, agents, tools, integrations, channels and APIs (“Service”). Contact: support@spock.chat. Our mailing address is 1111B S Governors Ave STE 56751, Dover, DE 19904, USA; this is a mailing office, not our operating premises.

These Terms form your service contract when you accept them through account creation or an agreed order. If you act for an organisation, you must have authority to bind it. A publication date alone does not amend an existing accepted agreement. Previous published texts remain available.

1. The agreement and its scope

The agreement consists of these Terms, the purchased plan or accepted order and, where we process personal information on a customer’s behalf, the Data Processing Agreement (DPA) and its applicable schedules. The Privacy Policy explains our processing; the Trust Center describes processing facts and recipients.

Precedence works by subject: mandatory applicable transfer provisions control their subject; the DPA controls personal-information processing; express commercial order provisions control the commercial subject they address; these Terms provide the baseline. An order cannot waive mandatory legal rights or the no-training obligation in section 5. Customer-specific agreed protections continue to apply.

Personal and Business plans are self-service. Enterprise services, implementation, reserved capacity, connected-source synchronisation, support levels and regional restrictions are supplied only to the extent specified in an accepted order. Marketing examples are illustrative; the purchased scope and disclosed allowances determine what is included. Do not assume that every feature, model or integration is available in every account.

2. Accounts and authority

Use accurate account details and protect your credentials. Account holders and authorised workspace administrators manage membership, connected accounts, sharing and agent instructions within their authority. Notify us promptly of suspected unauthorised access. Your responsibility for authorised activity does not excuse our security or contractual duties.

The Service is intended for account holders aged 18 or over. Do not allow an unauthorised person to use your account. Organisation administrators should explain the workspace’s rules and their access to its content.

3. Content and intellectual property

“Customer Content” includes prompts, conversations, files, connected-source data, memories, agent work and generated outputs supplied or created for a customer. You keep your existing rights. You grant us only the rights needed to provide, secure and support the agreed Service, and to carry out lawful instructions.

You must have the rights and lawful grounds necessary for the information and sources you provide. This is not a requirement to obtain consent where another lawful ground is appropriate. We remain responsible for our own processing.

Subject to third-party rights and applicable law, we assign to you any rights we hold in outputs generated for you. Outputs may not be unique or eligible for intellectual-property protection. Review them before use. The platform, software and other technology remain subject to the rights of Seleya and its licensors; your subscription gives you a limited right to use the Service for the purchased scope.

We may use voluntarily supplied product feedback to improve the Service, but this does not grant rights to use confidential Customer Content or personal information for model training.

4. Processing and third-party services

The Privacy Policy and DPA distinguish processing on your behalf from our own account administration, security and billing purposes. A business customer may itself act as a controller or as a processor for another controller.

Spock can route requests automatically between our own models and third-party models and can use separate models for embeddings, transcription, images and other tasks. Manual model choice is not the only way content reaches a provider. Choosing a Spock model does not by itself guarantee EU-only or South Africa-only processing. Tools, infrastructure, connected services and administration can create additional data flows.

Our personnel work in South Africa and can access production systems and customer content for their authorised work. Some infrastructure is in Europe, while model providers and other recipients can process information in other countries. See the processing and recipient schedule.

Connected services under your own account have their own terms. Instructions to an agent may send information to those services or change their records. A recipient’s role depends on the processing and contractual relationship, not merely on being an integration. A public share link can be accessed and redistributed by people who obtain it.

5. No training on Customer Content

Seleya must not use Customer Content to train, fine-tune or develop AI models, and must not permit its subprocessors to do so. This is a core, non-derogable obligation. Personalisation and retrieval within your service context do not authorise model training.

This obligation is separate from the storage, safety monitoring and retention needed to run a service. We must use provider services and settings that support it. The DPA preserves the termination and refund remedy for a breach.

6. AI features and acceptable use

AI outputs can be inaccurate, incomplete, biased or unsupported. Check facts, calculations, sources and permissions before relying on them or publishing them. Outputs do not replace qualified medical, legal, financial or other professional judgement.

Agents and automations can continue working while you are absent. Review their scope, connected accounts and outputs. Use approval controls where available; do not assume that every consequential action has a human approval gate. Our responsibility for a malfunction or breach is not excluded merely because AI was involved.

You must not:

Good-faith security research is subject to the vulnerability disclosure rules; those rules clarify the restriction on probing the Service. Report unlawful public content or rights infringements to support@spock.chat, identifying the material, your concern and a way to contact you.

7. Fees, renewal and cancellation

The price, currency, tax treatment, billing interval, included usage and any additional charges must be disclosed before purchase in checkout or your order. Usage is not unlimited unless expressly agreed within defined capacity and fair-use limits. Do not treat model capacity or user estimates as a guaranteed response rate.

Subscriptions renew on the disclosed interval unless cancelled. You may cancel a self-service subscription for the end of the current billing period, through the available billing controls or by contacting support@spock.chat. Account deletion and billing cancellation are different actions; ask us to confirm both when closing a paid account. Enterprise commitment and renewal rules are specified in the order.

We will give at least 30 days’ notice of a price increase or a material adverse allowance change, effective no earlier than the next renewal. An agreed fixed-price period controls. Except for mandatory rights, the DPA remedy, an agreed refund or section 10, charges for a period already supplied are non-refundable.

For South African Enterprise customers, TTL Technologies (Pty) Ltd, our wholly owned subsidiary, may invoice or act as the commercial reseller as identified in the order. Seleya remains the platform and DPA party. The order must allocate each company’s duties; the group relationship alone does not create an unlimited parent guarantee. TTL’s billing activities and any authorised service access are disclosed in the Privacy Policy and DPA.

8. Confidentiality, security and support

Each party must protect the other’s confidential information with reasonable care, use it only for the agreement and allow access only to people subject to appropriate duties. Exceptions cover information lawfully public, already known, independently developed or lawfully received without restriction. Legally compelled disclosure must be limited and, where permitted, notified to the other party.

Seleya must maintain appropriate security and the DPA safeguards. Personal-information incidents follow the DPA’s applicable notification rules, including immediate operator escalation under POPIA; a 72-hour GDPR authority deadline is not a permission to delay customer notice.

Contact support@spock.chat for support. Guaranteed response times, availability credits or 24/7 staffing apply only under an expressly agreed SLA. No system can guarantee perfect security, uninterrupted availability or error-free AI output.

9. Service standard and liability

We will provide the Service with reasonable skill and care and honour express commitments. Subject to those commitments and mandatory law, we do not warrant suitability for every purpose, uninterrupted operation, or the accuracy and uniqueness of AI output. Third-party outages do not excuse duties to mitigate, communicate or provide applicable contractual remedies.

For business customers, to the extent legally permitted:

  1. Neither party is liable for indirect or consequential loss or lost profits or revenue. Reasonable direct costs of restoring affected content, investigating a breach or fulfilling required notifications are not excluded merely because information is involved.
  2. Each party’s aggregate liability is limited to fees paid or payable for the affected Service in the 12 months preceding the event.
  3. For Seleya’s breach of the DPA or applicable data-protection law, the cap is the greater of those 12-month fees and USD 500,000.
  4. These limitations do not limit fraud, wilful misconduct, a liability that law prohibits limiting, or rights and liabilities under mandatory applicable transfer clauses. Payment obligations remain payable.

A business customer must indemnify Seleya against third-party claims to the extent caused by that customer’s unlawful content or use, excluding loss caused by Seleya’s breach or fault. Seleya must notify the customer promptly, permit a reasonable defence, cooperate and not agree a settlement admitting the customer’s fault or imposing obligations without consent. This indemnity is subject to the applicable business liability limit.

The business caps, exclusions and indemnity do not displace consumer protections. A more protective existing accepted agreement continues to govern until validly changed.

10. Consumer rights

A consumer is a person using the Service outside their trade or profession. Mandatory protections under applicable law, including South African and EU consumer law, prevail. You may rely on mandatory laws and competent courts of your habitual residence.

EU/EEA consumers generally have 14 days to withdraw from a new paid service contract. Merely starting an ongoing subscription does not remove that right. A lawful proportionate charge for early service requires the applicable information and express request; the fully performed service exception requires the legal conditions to be met. We do not rely on a blanket digital-content waiver for the subscription.

To withdraw, email support@spock.chat with a clear statement, your account details and the purchase date. You may use: “I withdraw from my Spock subscription purchased on [date]. My account email is [email], and my name is [name].” We will process required refunds within the applicable legal period, generally 14 days after notice for EU withdrawal. Any applicable extension for missing withdrawal information and other mandatory cancellation, cooling-off, conformity or refund rights remain available.

South African electronic-commerce and consumer cancellation protections apply where their statutory conditions are met. A fixed-term business label does not itself remove rights of a customer protected by those laws.

11. Suspension and ending the service

Either party may terminate for material breach not remedied within 30 days after notice. Immediate action is permitted where law requires it, a serious security risk requires containment or a breach cannot be cured. Use the least disruptive reasonably effective measure and give notice where lawful and practicable.

If we discontinue a paid service without customer breach, we will refund prepaid fees for the unused period. Mandatory and agreed termination/refund rights also apply.

For processing on your behalf, return and deletion follow the DPA. Request an export before access ends where possible. Technical limitations must be explained and resolved through lawful assistance; they are not a blanket exception to return/deletion obligations. Confidentiality, accrued obligations, relevant IP, liability and dispute provisions survive as necessary.

12. Law, notices and changes

Delaware law and its competent state and federal courts govern business disputes, subject to mandatory applicable law and the DPA/transfer clauses. Either party may seek urgent relief in a competent court, including South Africa. Consumer rights in section 10 prevail.

Send legal notices to support@spock.chat, copying louis@spock.chat for urgent privacy or security matters. We may send notices to your designated account/order contact. Electronic acceptance and notices are valid to the extent permitted by law.

We will give at least 30 days’ notice of a material adverse contractual change unless a shorter period is legally necessary. We will identify the change, its proposed effective date and your available choices. A fixed accepted Enterprise pack is changed by agreement, not by editing a website. Continued use is not treated as acceptance where law or the existing contract requires express assent. An applicable objection/exit right and refund for unused prepaid service must be honoured.

Neither party may assign obligations in a way that removes required protections; business assignments require consent, except a lawful restructuring or sale that preserves the agreement and is notified. Events beyond reasonable control excuse only the affected performance while reasonable mitigation continues, not payment already due or mandatory security/notification duties. An invalid term does not invalidate the rest; failure to enforce once is not a waiver. The agreement contains the agreed service terms and preserves legally actionable representations.