Terms of Service

1. Agreement

These terms are a contract between you and Capybari Ltd (PLACEHOLDER — confirm the exact registered legal entity name), a company registered in the United Kingdom, company number PLACEHOLDER, registered office PLACEHOLDER.

By creating an account, or by using the platform, you accept these terms. If you are accepting on behalf of an organisation, you confirm you have authority to bind it, and "you" means that organisation.

If you do not accept these terms, do not use the platform.

1.1 Definitions

• Platform — the Capybari web application, API, agent execution environment and supporting services.
• Account — your organisation's tenancy on the platform, including its users.
• Customer content — your code, repositories, requests, prompts, configuration, credentials, data and anything else you supply or connect.
• Output — plans, diffs, commits, branches, reports, investigation summaries and any other material the platform produces for you.
• Agent run — one execution of one task or plan by one agent, which is the unit we meter.
• Deployment target — a host you define, with a deploy path, deploy command, health check, diagnostics command and rollback command.
• Review gate — a point where work stops for human approval, because you set a role to require review or because your autonomy level requires it.

2. The service

Capybari is a managed AI engineering platform. You file a request on a board. A project manager agent plans it into tasks with owners and dependencies. Specialist agents build each task on its own branch in its own git worktree. Review gates you configure stop work for a human. Where you have configured a deployment target, the platform deploys to infrastructure you control over SSH, runs your health check, and runs your rollback command if the health check fails. When something fails in production, an investigation can open with read-only access by default.

The platform's behaviour depends on the autonomy level you set — Manual, Supervised or Autonomous — and on the review gates you configure. You choose how much runs without you.

Two things follow from that design, and we state them plainly:

• The platform produces software. Software has defects. Output is not guaranteed to be correct, secure, complete or fit for any particular purpose. It is your responsibility to review it.
• The platform acts on infrastructure you own. It does what your commands tell it to do, on the hosts you point it at, with the credentials you supply.

We may change, add to or remove features. If a change materially reduces functionality you rely on, we will give notice under section 15.

3. Accounts and eligibility

• You must be at least 18 years old and legally able to enter a contract.
• You must give accurate account and billing information and keep it current.
• You are responsible for your account credentials, for all activity under your account, and for the acts and omissions of your users.
• Tell us at security@capybari.com as soon as you suspect unauthorised access.
• You must not share a single user login between people. Add users instead.
• We may refuse, suspend or close an account where these terms are breached.

4. Plans, metering and billing

4.1 Plans and agent runs

Plans are described on the pricing page. Each plan includes a stated number of agent runs per billing period. PLACEHOLDER — plan names, prices, included run allowances and the currency must be confirmed against the pricing page before launch.

4.2 Metering

One agent run is one execution of one task or plan by one agent. A run that fails for a reason within your control — a failing build, a failing test, a rejected review, a failing health check — is metered. A run that fails because of a fault in the platform is not metered. Your usage is visible in the application.

4.3 Overage

If you exceed your included runs, additional runs are charged at the overage rate for your plan and invoiced with your next payment. PLACEHOLDER — confirm the overage rate, whether overage is capped, and whether runs stop or continue when a cap is reached.

4.4 Payment

Fees are charged in advance for each billing period, plus overage in arrears. Fees exclude VAT and any other applicable taxes, which are added where required. Payment is taken by our payment processor; we do not store card details.

If a payment fails we may retry it and may suspend the account until it clears.

4.5 Renewal and cancellation

Subscriptions renew automatically at the end of each billing period until cancelled. You can cancel at any time in the application. Cancellation takes effect at the end of the current billing period; you keep access until then.

Except where the law requires it, fees already paid are not refundable, and we do not refund part-used periods. PLACEHOLDER — confirm the refund position and any statutory cancellation rights that apply to your customer base.

4.6 Price changes

We may change prices. Existing customers get at least 30 days' notice by email before a change applies to their renewal. If you do not accept the new price, cancel before it takes effect.

5. Your responsibilities

This section matters more than any other. Read it.

• You own your code. You own your repositories, your servers, your data and your accounts with third parties. Nothing here transfers ownership to us.
• You are responsible for what you authorise the platform to deploy. You define the deployment target, the deploy path, the deploy command, the health check and the rollback command. You set the autonomy level. You decide which roles require human review. When work ships, it ships because your configuration allowed it to.
• You are responsible for the credentials you supply. Give the platform the narrowest access that does the job. Rotate credentials when people leave. Do not connect a host you are not entitled to change.
• You must review output before it matters. Read the plan. Read the diff. Read the completion report — Summary, Files Modified, Risks, Assumptions, Recommendations, Blockers. Keep review gates on for anything that touches money, personal data, authentication or production.
• You are responsible for your backups. Keep your own backups of your repositories and your production data. Automatic rollback returns a deployment target to the last healthy commit; it is not a backup service and it does not restore data.
• You must have the right to the content you connect. Do not connect code, data or credentials you are not licensed or authorised to use.
• You must comply with the law that applies to you, including data protection law, export control and sanctions.

6. Acceptable use

You must not use the platform, and must not permit anyone else to use it, for any of the following. This section applies to requests you file, code you connect, prompts you write and anything you deploy.

6.1 No unlawful use

Do not use the platform to break the law, to help anyone else break the law, or to produce anything unlawful. That includes fraud, harassment, stalking, defamation, child sexual abuse material, and content that infringes sanctions or export controls.

6.2 No malware or exploitation tooling

Do not use the platform to write, assemble, test, obfuscate or distribute malware, ransomware, keyloggers, credential stealers, botnet infrastructure, spam infrastructure, exploit kits, or tooling whose purpose is to compromise systems you do not own or have written permission to test. Security work on your own systems, and authorised penetration testing you can evidence, is permitted.

6.3 No circumventing review gates to harm third parties

Do not disable, bypass, script around or otherwise defeat review gates, approval steps or the platform's safety behaviour in order to push work that would harm a third party, deploy to a system you are not authorised to change, or conceal what was shipped from the people accountable for it. You may configure your own autonomy level for your own systems; that is not the conduct this clause covers.

6.4 No resource abuse

Do not use the platform for cryptocurrency mining, distributed computation unrelated to your own software projects, load generation against third parties, proxying or relaying traffic for others, or bulk automated access designed to exhaust shared capacity. Do not run agent runs in patterns intended to evade metering. Do not attempt to access another tenant's data, disrupt the platform, probe it for vulnerabilities without authorisation, or reverse engineer it except to the extent the law permits and cannot exclude.

6.5 No infringement

Do not use the platform to infringe anyone's intellectual property, to strip licence notices, to launder proprietary code through a rewrite, or to breach the terms of an open source licence that applies to code you connect.

6.6 No unauthorised infrastructure

Do not connect, deploy to, or act on any host, repository, account or system that you do not own or do not have documented authorisation to change. You warrant that every deployment target you configure is under your control or covered by written permission from the person who controls it. This is the single rule most likely to cause real damage if broken.

6.7 Enforcement

We may investigate suspected breaches and may suspend access under section 14. We will use the least disruptive measure that addresses the problem, and will tell you what we found unless the law prevents us. Report abuse to security@capybari.com.

7. Intellectual property

7.1 Yours

You retain all right, title and interest in your customer content and in the output the platform produces for you. To the extent we hold any rights in output produced for you, we assign them to you.

You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, execute and display your customer content solely to provide the platform to you, to support you, and to meet our legal obligations. That licence ends when the content is deleted.

We do not use your code, prompts, run logs or reports to train models. See the Privacy Policy.

7.2 Ours

We retain all right, title and interest in the platform itself, including its software, interfaces, documentation, role contracts as distributed by us, trademarks and brand. These terms grant you a limited, non-exclusive, non-transferable, revocable right to use the platform during your subscription, and nothing else.

7.3 Feedback

If you send us suggestions, we may use them without obligation or payment. We will not identify you as their source without your permission.

7.4 No exclusivity in output

Machine-generated output is not unique to you. Another customer may receive similar output for a similar request. We make no claim that output is original, novel or free of third-party rights, and you should review it accordingly.

8. Confidentiality

Each party may receive information the other treats as confidential. Each party will protect the other's confidential information with at least reasonable care, use it only to perform this contract, and disclose it only to people who need it and are under equivalent duties.

This does not apply to information that is public through no fault of the recipient, was already known without a duty of confidence, is independently developed, or must be disclosed by law — in which case the recipient will give notice where it is lawful to do so.

Your customer content is your confidential information.

9. Third-party model providers

The platform sends prompts and context to third-party model providers to produce output. PLACEHOLDER — name each provider here before launch, and link to its current terms.

We configure those providers to exclude content sent through our accounts from model training, and we require that exclusion contractually. Provider behaviour, availability, latency and model versions are outside our control. We may change providers or models to keep the service running or to improve results; where a change materially affects the service we will give notice under section 15.

Per-project and per-request model and effort overrides are available in the application, so you can pin behaviour where it matters to you.

10. Availability

We work to keep the platform available and publish its current state on the status page.

We do not offer a contractual service level agreement. There is no uptime commitment, no availability percentage and no service credit scheme in these terms today. If that changes we will publish the terms of it; until then, do not rely on any availability figure, including any figure shown on the status page, as a contractual promise.

The platform may be unavailable for planned maintenance, emergency maintenance, third-party failures, or any of the ordinary reasons software stops working. We will give reasonable notice of planned maintenance where we can.

11. Disclaimers

To the fullest extent the law allows, the platform and all output are provided "as is" and "as available", and we exclude all warranties, conditions and representations not expressly stated in these terms, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement.

In particular, we do not warrant that:

• output will be correct, secure, complete, compilable or fit for any purpose;
• the platform will be uninterrupted, timely or error-free;
• defects will be corrected within any particular time;
• a review gate, health check or rollback will catch every problem.

Automatic rollback returns a deployment target to the last healthy commit. It cannot undo external side effects — emails sent, payments taken, third-party API calls made, or data written by a released change.

Nothing in this section excludes a warranty the law does not permit us to exclude.

12. Limitation of liability

Nothing in these terms limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited.

Subject to that:

• Neither party is liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of business, loss of goodwill, or loss or corruption of data, however arising.
• Our total aggregate liability arising out of or in connection with these terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the fees you paid us in the 12 months immediately before the event giving rise to the claim. PLACEHOLDER — confirm the cap period, the multiple and whether a separate cap applies to data protection claims and to the indemnity in section 13.

The platform is priced on the assumption that these limits apply. They are a material part of the bargain.

13. Indemnity

You will indemnify us against claims, damages, losses and reasonable costs arising from:

• your customer content, including any claim that it infringes third-party rights;
• your use of the platform in breach of section 5 or section 6;
• anything you deployed, or authorised the platform to deploy, to any system;
• your breach of law in connection with the platform.

We will tell you promptly about any claim, let you control its defence with counsel of your choosing, and give you reasonable assistance at your cost. You will not settle a claim in a way that imposes obligations or admissions on us without our written consent.

14. Suspension and termination

14.1 By you

Cancel at any time in the application, as set out in section 4.5.

14.2 By us

We may suspend or limit access, in whole or in part, where:

• payment is overdue;
• we reasonably believe section 6 has been breached;
• a user's activity threatens the security, integrity or availability of the platform or another customer;
• the law or a competent authority requires it.

Where it is practical and lawful, we will warn you first and give you a chance to fix the problem. For urgent security or legal issues we may suspend immediately and tell you straight afterwards.

We may terminate for material breach that is not remedied within 30 days of written notice, or immediately where the breach cannot be remedied.

14.3 Effect

On termination your right to use the platform ends. You may export your customer content for 30 days after termination, after which we delete it in line with the retention periods in the Privacy Policy. Your repositories and your servers remain yours throughout; the platform is not the system of record for your code.

Sections that by their nature should survive — including 7, 8, 11, 12, 13, 16 and this section — survive termination.

15. Changes to these terms

We may change these terms. When we do, we change the "last updated" date at the top.

For material changes we will email account holders at least 30 days before they take effect. If you do not accept a material change, cancel before it takes effect; continued use after that date is acceptance.

Changes required by law or needed to address a security risk may take effect sooner, and we will say why.

16. Governing law

These terms, and any dispute arising out of or in connection with them, are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction. PLACEHOLDER — governing law and jurisdiction must be confirmed by a solicitor against the final registered entity, and against any mandatory consumer protections that apply to customers outside England and Wales.

17. General

• Entire agreement. These terms, the Privacy Policy, the Cookie Policy and any order form or data processing agreement we sign form the whole agreement between us.
• Order of precedence. A signed order form or data processing agreement prevails over these terms to the extent of any conflict.
• Assignment. You may not assign these terms without our written consent. We may assign them to a successor in a merger or sale of the business.
• Subcontracting. We may use subcontractors and sub-processors; we remain responsible for their performance.
• Severability. If a provision is unenforceable, the rest continues in force.
• No waiver. Not enforcing a provision is not a waiver of it.
• Third parties. No one other than you and us has rights under these terms.
• Force majeure. Neither party is liable for failure caused by events outside its reasonable control.
• Notices. We give notice by email to the account's registered address, or in the application. You give notice to hello@capybari.com and to the registered office.

18. Contact

Questions about these terms: hello@capybari.com Billing: support@capybari.com Security and abuse: security@capybari.com Data protection: privacy@capybari.com

Capybari Ltd (PLACEHOLDER — confirm entity), PLACEHOLDER — registered office address, United Kingdom. Company number PLACEHOLDER.