Terms of Service

1. BUSINESS-TO-BUSINESS SERVICE

The Services are designed primarily as commercial software infrastructure and business-to-business ("B2B") services.

The Services are intended for:

• companies and other legal entities;
• sole proprietors and self-employed professionals acting in the course of business;
• professional developers;
• commercial organisations; and
• professional evaluation, testing and development purposes.

The Services are not marketed as consumer entertainment or household software.

2. DEFINITIONS

"Account" means an account established for access to the Services.

"Customer" means the legal entity, business, sole proprietor or professional that purchases or uses the Services.

"Customer Data" means information, files, documents, text, content, personal data and other materials submitted to or processed through a Customer Workspace.

"Credits" means internal usage units allocated to a Customer Workspace and used to measure specified workloads.

"Services" means the Swarmic Substrate software, infrastructure, interfaces, workflows, compute services, documentation and related functionality made available by Swarmic.

"Subscription" means a recurring paid plan providing access to specified Services.

"Top-Up" means a separately purchased prepaid allocation of Credits.

"Workspace" means a logical environment associated with a Customer Account.

"Enterprise Services" means individually negotiated services governed by an applicable order form, Master Services Agreement ("MSA") or Service Level Agreement ("SLA").

3. ACCOUNT REGISTRATION AND SECURITY

Customers must provide accurate, current and complete information.

Customers are responsible for maintaining the confidentiality of their Account credentials and for activity performed through their Account, except to the extent caused by Swarmic's breach of its own obligations.

Customers must promptly notify Swarmic of suspected unauthorised access, credential compromise or security incidents affecting the Account.

Swarmic may implement reasonable technical and administrative controls designed to protect Accounts, Customer Data and infrastructure.

4. SERVICES

Swarmic provides cloud-based software infrastructure and workflow automation capabilities.

Services may include:

• workflow orchestration;
• multi-agent synchronization;
• document processing;
• data mapping;
• automated drafting;
• research and analytical workflows;
• document translation and verification;
• AI-assisted document processing;
• meeting transcription;
• infrastructure monitoring;
• serverless execution;
• compute-credit metering;
• enterprise deployment functionality; and
• related development and integration functionality.

Features may change over time as Swarmic develops, improves, replaces or retires components of the Services.

Material changes to paid functionality will be handled in accordance with applicable law and the applicable commercial agreement.

5. PLANS AND COMMERCIAL PRICING

Swarmic may offer multiple subscription tiers and enterprise configurations.

Current or illustrative commercial tiers may include:

• Tier 01 — Micro-Node & Connected Panel: Base functionality and a monthly Credit allocation as displayed on the applicable regional pricing page.
• Tier 02 — Core Operational & Managed Workspace: Expanded workspace functionality and a higher monthly Credit allocation as displayed on the applicable regional pricing page.
• Tier 03 — Advanced Office Scale Suite: Higher-priority execution functionality, enterprise-oriented security functionality and expanded monthly Credit allocation as displayed on the applicable regional pricing page.
• Tier 04 — Mesh Operational Matrix: Custom enterprise pricing and allocation.
• Tier 05 — Sovereign Executive Hub: Custom enterprise pricing and allocation.
• Tier 06 — Custom Enterprise Node Allocation: Custom enterprise pricing and functionality governed by the applicable order form, MSA and/or SLA.

The applicable price, currency, tax treatment, billing interval, included Credits and commercial conditions are those displayed on the applicable regional pricing page and final checkout.

In the event of a discrepancy between illustrative information in these Terms and the final commercial checkout, the final checkout information applicable to the transaction governs.

6. COMPUTE CREDITS

Monthly subscription Credits are allocated at the beginning of the applicable billing cycle.

Unless expressly stated otherwise in an applicable commercial agreement, unused monthly subscription Credits do not roll over and expire at the end of the applicable billing cycle.

Swarmic may provide separate prepaid Top-Ups.

Unless otherwise stated at the time of purchase, prepaid Top-Up Credits remain available in the applicable Workspace balance until consumed or otherwise terminated in accordance with these Terms, the applicable commercial agreement or mandatory law.

If available Credits reach zero, applicable workflows may pause rather than generate unauthorised overage charges.

7. PREPAID TOP-UPS

Swarmic may offer prepaid capacity packages.

Illustrative packages may include:

• Starter — 5,000 Credits;
• Growth — 15,000 Credits; and
• Advanced — 25,000 Credits.

The applicable price and currency are those displayed at the time of purchase.

Top-Up Credits are prepaid service capacity and are not a deposit, bank balance, stored-value account or financial instrument.

8. CREDIT METERING

Certain workloads consume Credits according to their technical characteristics.

Indicative metering may include:

• Document Data Mapping and Financial Layout Parsing: approximately 15–60 Credits per standard execution layer;
• Structural Contract Validation and Auditing: approximately 120–300 Credits per advanced workload;
• Multi-page Document Translation and Verification: approximately 12 Credits per processed page;
• Neural Vision AI Document Parser: approximately 60,000 Credits for the applicable workflow allocation;
• Ghost Assistant Proxy: approximately 200,000 Credits for the applicable workflow allocation; and
• enterprise analytical and performance workloads: custom metering.

Actual metering displayed by the Service or applicable commercial documentation governs.

9. BILLING AND PAYMENT

Prices displayed at checkout are the prices applicable to the relevant transaction.

Taxes, VAT, sales taxes or similar charges may be applied where legally required.

Where a Customer provides valid business tax information, applicable tax treatment depends on the Customer's jurisdiction, tax status and applicable law.

Swarmic may use third-party payment, banking, billing or Merchant-of-Record infrastructure.

Swarmic does not represent that any particular payment provider is engaged unless that provider has actually been contracted and is identified in the applicable checkout or commercial documentation.

10. SUBSCRIPTIONS AND CANCELLATION

Subscriptions may renew automatically for successive billing periods unless cancelled before the next scheduled renewal.

Customers may cancel recurring renewal through the available billing mechanism or by contacting Swarmic where self-service cancellation is unavailable.

Cancellation stops future renewal charges.

Unless otherwise required by applicable law or expressly agreed, cancellation does not automatically entitle the Customer to a refund for a billing period that has already commenced.

11. REFUNDS

Refunds are governed by the applicable Refund & Cancellation Policy.

Nothing in these Terms excludes a refund or remedy that is mandatory under applicable law.

Where a Customer is a genuine business customer acting in the course of business and applicable law permits the parties to agree commercial finality of transactions, prepaid infrastructure allocations and completed service periods may be treated as non-refundable.

12. ACCEPTABLE USE

Customers must not use the Services to:

• violate applicable law;
• infringe intellectual-property rights;
• process personal data unlawfully;
• conduct unauthorised surveillance;
• deploy malware or malicious code;
• interfere with infrastructure or security controls;
• circumvent usage limits;
• abuse APIs or compute resources;
• conduct credential theft or unauthorised access;
• conduct unlawful financial activities;
• conduct unlawful automated communications;
• operate unsolicited bulk telemarketing or robocalling systems;
• deploy unauthorised voice cloning or impersonation systems;
• circumvent sanctions or export controls; or
• otherwise use the Services in a manner creating material security, legal or infrastructure risk.

Customers remain responsible for ensuring that their use of AI-generated outputs complies with applicable law.

13. AI AND AUTOMATED OUTPUTS

Swarmic may provide automated or AI-assisted outputs.

Outputs may contain errors, omissions, inaccuracies or inappropriate results.

Customers remain responsible for reviewing outputs before relying on them for material commercial, legal, financial, employment, medical, regulatory or other high-impact decisions.

The Services do not constitute legal, financial, medical or other professional advice unless expressly stated in a separate written agreement.

14. FAIR USE AND INFRASTRUCTURE PROTECTION

Swarmic may apply reasonable technical controls to protect service availability, security and infrastructure stability.

Where usage materially threatens the security or stability of the Services, Swarmic may throttle, limit or temporarily suspend affected workloads.

Where reasonably practicable, Swarmic will provide notice and an opportunity to remedy the issue.

Emergency action may be taken immediately where necessary to prevent significant security, legal or infrastructure harm.

15. SIMULATION AND EXPERIMENTAL INTERFACES

Certain interfaces may contain experimental, conceptual, demonstrative or simulation elements.

Examples may include:

• network graphs;
• throughput counters;
• sandbox interfaces;
• experimental dashboards;
• architecture demonstrations;
• sample code;
• development interfaces; and
• simulated infrastructure metrics.

Where an interface is identified as a simulation or demonstration, displayed values do not necessarily represent live physical infrastructure telemetry.

16. THIRD-PARTY SOFTWARE AND TECHNOLOGY

The Services may integrate with or reference third-party software, open-source frameworks, APIs and infrastructure technologies.

References to third-party technologies do not imply endorsement, partnership, sponsorship or affiliation unless expressly stated.

Third-party software remains subject to its applicable licence terms.

17. CUSTOMER DATA

The Customer retains its rights in Customer Data.

To the extent necessary to provide the Services, the Customer grants Swarmic a limited right to host, transmit, reproduce, process and otherwise handle Customer Data strictly for the purposes of providing, securing, maintaining and supporting the Services and as otherwise instructed or authorised under the applicable agreement.

Swarmic will not use Customer Data processed in its capacity as a Data Processor for Swarmic's independent purposes except where required by law or expressly authorised by the Customer.

Where Swarmic processes personal data on behalf of the Customer, the applicable Data Processing Addendum ("DPA") governs that processing.

18. DATA PROTECTION

Swarmic maintains a Privacy Policy describing its controller-level processing activities.

Where Swarmic acts as a processor for Customer Data, Swarmic processes such personal data in accordance with the applicable DPA and documented Customer instructions.

Nothing in these Terms changes the parties' roles under applicable data-protection law.

19. INTELLECTUAL PROPERTY

Swarmic and its licensors retain all rights in the Services, software, infrastructure architecture, documentation, interfaces, trademarks, proprietary workflows and underlying technology, except for rights expressly granted to the Customer.

The Customer receives a limited, non-exclusive, non-transferable right to use the Services during the applicable subscription or contractual period.

No ownership of Swarmic's underlying software or infrastructure is transferred.

20. CUSTOMER FEEDBACK

Customers may provide feedback, suggestions or recommendations.

Swarmic may use non-confidential feedback to improve the Services without owing compensation, provided that such use does not disclose Customer Confidential Information.

21. CONFIDENTIALITY

Each party shall protect confidential information received from the other party using reasonable safeguards.

Confidential information may be disclosed where required by law, provided notice is given where legally permitted.

22. WARRANTIES

To the maximum extent permitted by applicable law, the Services are provided on an "AS AVAILABLE" and "AS IS" basis.

Swarmic does not warrant that the Services will be uninterrupted, error-free or suitable for every particular purpose.

Nothing in this section excludes mandatory statutory warranties or rights that cannot lawfully be excluded.

23. LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, special, consequential or punitive damages, or loss of profits, revenue, goodwill or anticipated savings arising from the Agreement.

Subject to mandatory law, Swarmic's aggregate liability arising from a specific Service shall not exceed the greater of:

1. the fees actually paid by the Customer for that Service during the three months preceding the event giving rise to the claim; or
2. USD 500.

This limitation does not apply to liability that cannot lawfully be limited or excluded, including where applicable liability arising from fraud, wilful misconduct, death or personal injury caused by negligence, or other mandatory statutory liability.

Enterprise agreements may contain different liability provisions.

24. INDEMNIFICATION

Each party remains responsible for claims arising from its own unlawful conduct, breach of applicable law or infringement caused by materials it supplied.

Any specific intellectual-property indemnity provided by Swarmic must be expressly stated in the applicable enterprise agreement.

No blanket warranty is given that every third-party technology or integration used by a Customer is non-infringing.

25. SUSPENSION AND TERMINATION

Swarmic may suspend or terminate an Account for material breach, unlawful activity, security threats, fraudulent activity, non-payment or material misuse of the Services.

Where reasonably practicable, Swarmic will provide notice and an opportunity to cure.

Immediate suspension may occur where necessary to protect the Services, other customers, third parties or legal compliance.

Upon termination, Customer access will cease in accordance with the applicable agreement.

Data handling following termination is governed by the Privacy Policy and, where applicable, the DPA.

26. CHANGES TO THESE TERMS

Swarmic may update these Terms from time to time.

Material changes will be communicated through reasonable means where required by applicable law.

Continued use following the effective date of updated Terms may constitute acceptance where legally permitted.

27. GOVERNING LAW

Except to the extent mandatory law provides otherwise, this Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict-of-law principles.

Nothing in this clause deprives a Customer of mandatory protections applicable in the Customer's jurisdiction that cannot lawfully be excluded by agreement.

28. JURISDICTION

Subject to mandatory jurisdictional rights, disputes shall be brought before the competent courts located in Delaware, United States.

Nothing in this clause prevents a party from seeking urgent injunctive or protective relief in another competent jurisdiction where permitted by law.

29. EU/EEA AND UK MANDATORY RIGHTS

Where the Customer or relevant data subject is located in the EU/EEA or United Kingdom, applicable mandatory consumer, privacy, data-protection and other statutory rights remain unaffected.

The B2B nature of the Services does not permit Swarmic to contract out of mandatory law.

30. SEVERABILITY

If any provision is held invalid or unenforceable, the remaining provisions remain in effect.

The invalid provision shall be replaced or interpreted to the maximum extent permitted by applicable law so as to achieve its lawful commercial purpose.

31. ENTIRE AGREEMENT

These Terms, the applicable Privacy Policy, Refund & Cancellation Policy, DPA, order forms, MSA and SLA constitute the agreement between the parties regarding the relevant Services.

Where documents conflict, the following order applies unless an applicable enterprise agreement states otherwise:

1. executed MSA or order form;
2. DPA for data-protection matters;
3. SLA for service-level matters;
4. these Terms;
5. applicable policies.

32. CONTACT