Terms of Service

1. Acceptance of terms

By creating an account, connecting an integration, or using the ScopedLayer platform (the Service), you agree to these Terms on behalf of your organisation. If you don't have authority to bind your organisation, don't use the Service.

Where your organisation has signed a separate master agreement or order form with us, that document controls if it conflicts with these Terms.

2. The Service

ScopedLayer provides an intelligence layer that reads metadata from your connected tools, structures it into verified business knowledge, applies access boundaries, and serves scoped context to AI agents over MCP or API.

• We may add, modify, or deprecate features; material removals get 60 days' notice
• Availability targets, where applicable, are set out in your order form or service level agreement
• Beta or preview features are provided as-is and may change or disappear without notice

3. Accounts and access

• You are responsible for the accuracy of registration details and for all activity under your account
• Keep credentials, API keys, and tokens confidential; notify us promptly of any suspected compromise
• You are responsible for the conduct of your users and for the scopes and permissions you configure
• We may suspend access where we reasonably believe a security or legal risk exists

4. Your data

• Everything you build is exportable as structured JSON or YAML at any time
• We do not use your organisation's data to train models served to other customers
• You are responsible for having the rights to connect the sources you connect
• Handling of personal information is governed by our Privacy Policy

5. Acceptable use

You agree not to:

• Reverse engineer, decompile, or attempt to extract source code from the Service
• Resell, sublicense, or provide the Service to third parties outside your organisation without written permission
• Use the Service to build a directly competing product
• Upload malware, attempt unauthorised access, or interfere with other customers' use
• Connect sources you lack the legal right to connect, or bypass access controls of any system
• Use the Service for unlawful purposes or in violation of export control laws

6. Third-party services

The Service integrates with tools operated by others — data warehouses, collaboration platforms, model providers. Your use of those tools is governed by their own terms. We are not responsible for their availability, accuracy, or actions, and connecting them is your decision.

Where your configuration routes a request to an external model provider, the composed context for that request is transmitted to them and handled under their terms.

7. Intellectual property

ScopedLayer and its licensors own the Service, including all software, interfaces, documentation, and trademarks. These Terms grant you a limited, non-exclusive, non-transferable right to use the Service during your subscription — nothing more.

Feedback you send us is appreciated and may be used freely without obligation or compensation, though we will never identify you as its source without permission.

8. Fees and billing

• Fees, billing frequency, and term are set out in your order form or plan selection
• Invoices are payable within 30 days unless otherwise agreed
• Fees are exclusive of taxes, which are your responsibility where applicable
• Price changes take effect at your next renewal, with at least 30 days' notice
• Overdue amounts may accrue interest and can lead to suspension after written notice

9. Term and termination

• These Terms run for as long as you use the Service
• Either party may terminate for convenience at the end of the current subscription term
• Either party may terminate for material breach if not cured within 30 days of written notice
• On termination, your access ends and your data is deleted within 30 days — export before then
• Sections on IP, liability, indemnity, and governing law survive termination

10. Warranties and disclaimers

We warrant that the Service will perform materially as described in our documentation and that we will use commercially reasonable efforts consistent with industry standards.

Otherwise, the Service is provided "as is". We disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free, or that AI-generated output will be accurate — verification of outputs remains your responsibility.

11. Limitation of liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or data.

Each party's total aggregate liability arising from these Terms is limited to the fees paid or payable by you in the 12 months preceding the claim. These limits do not apply to breaches of confidentiality, indemnity obligations, or liability that cannot be limited by law.

12. Indemnity

We will defend you against third-party claims alleging the Service infringes their intellectual property, and cover resulting damages finally awarded.

You will defend us against third-party claims arising from your data, your connected sources, or your use of the Service in breach of these Terms. Each party must give prompt notice and reasonable cooperation for these obligations to apply.

13. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict-of-law rules. The parties agree to attempt good-faith resolution for 30 days before commencing formal proceedings, which will be brought in the state or federal courts located in Delaware.

Neither party may assign these Terms without the other's consent, except in connection with a merger or sale of substantially all assets. If any provision is held unenforceable, the rest remains in effect.

14. Contact