Global Terms and Conditions

1. Acceptance and immediate cessation

You accept these Terms by selecting an acceptance control, creating an account, accessing a service, submitting Customer Content or continuing to use an INNOVERSIL service.

If you act for an organisation, you represent that you have authority to bind that organisation and that it accepts these Terms.

If you do not agree, you must:

1. Not create or activate an account.
2. Not submit Customer Content or personal information.
3. Stop all use immediately.
4. Export eligible information where available.
5. Cancel applicable subscriptions.
6. Close the affected account.

These Terms do not remove any consumer, privacy or other right that cannot lawfully be waived.

2. Who we are

These Terms govern services supplied by INNOVERSIL (Pty) Ltd, a South African software technology company that develops and operates Zecleo and related artificial-intelligence and Adaptive Intelligence services.

Registered and principal address:
Spaces Design Quarter
Leslie Avenue, Fourways
Sandton, 2055
South Africa

3. Scope

These Terms apply to:

• innoversil.com and zecleo.com.
• Zecleo and related applications.
• INNOVERSIL software and cloud services.
• AI and Adaptive Intelligence functionality.
• APIs, integrations and connected services.
• Trials, previews and beta functionality.
• Professional services where these Terms are incorporated into the engagement.

More specific written terms, order forms, statements of work, enterprise agreements or data-processing terms control where they conflict with these Terms for the relevant service.

4. Eligibility

You may independently create a standard account only if you:

• Are at least 18 years old.
• Have legal capacity to enter a binding agreement.
• Are not prohibited from receiving the service under applicable law.
• Provide accurate and current account information.

A minor may use a specifically authorised educational, family or institutional service only where all required authority and safeguards have been established.

5. Accounts

5.1 Account information

You must provide accurate, complete and current information and update it when it changes.

5.2 Account security

You are responsible for:

• Protecting credentials and authorised devices.
• Using appropriate authentication controls.
• Controlling access to your account.
• Promptly notifying INNOVERSIL of suspected unauthorised access.

5.3 Organisation administrators

An authorised administrator may create or remove accounts, assign permissions, access organisation-controlled Customer Content, configure integrations and manage subscriptions.

6. Zecleo and Adaptive Intelligence

6.1 Nature of Zecleo

Zecleo is designed to understand eligible context, learn from interactions, personalise assistance, improve recommendations and develop more effective capabilities over time.

6.2 Eligible processing

Subject to the Global Privacy Notice, applicable law and written enterprise restrictions, eligible Customer Content and Service Data may be processed to:

• Provide requested features and outputs.
• Understand user and organisation context.
• Personalise assistance and workflows.
• Create Account-Specific Intelligence.
• Train and improve Shared Intelligence.
• Evaluate model and product performance.
• Improve accuracy, safety and usefulness.
• Develop related INNOVERSIL capabilities.

6.3 No separate standard training opt-in

The standard Zecleo service does not provide a separate individual opt-in for the Adaptive Intelligence processing described in these Terms and the Global Privacy Notice.

Where applicable law requires specific permission and another lawful basis is unavailable, INNOVERSIL may request that permission, disable relevant functionality, restrict access or decline the affected service in that jurisdiction.

6.4 Account-Specific Intelligence

Zecleo may use eligible information to create memories, preferences, contextual relationships, private indexes, recommendations, retrieval systems and workflow adaptations for a user, account or organisation.

6.5 Shared Intelligence

Eligible prompts, instructions, outputs, corrections, feedback, selected document content, interaction patterns, diagnostics and safety signals may improve systems that benefit multiple users or customers.

Information may be filtered, sampled, transformed, minimised, aggregated, pseudonymised, de-identified or excluded.

6.6 Restricted information

You must not deliberately submit:

• Passwords or authentication secrets.
• Complete API keys or access tokens.
• Private encryption keys.
• Payment-card or bank-login credentials.
• Malware or malicious code.
• Information you are not authorised to provide.

6.7 Enterprise configurations

A written enterprise agreement may establish private or isolated processing, shared-training restrictions, private indexes, regional requirements, special retention rules or additional service commitments.

7. Customer Content

7.1 Ownership

As between you and INNOVERSIL, you retain ownership of Customer Content you submit, subject to third-party rights, organisation rules, applicable law and the licences granted below.

7.2 Service licence

You grant INNOVERSIL a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, process, transmit, format, modify and display Customer Content as reasonably necessary to provide, support, secure and operate the service.

7.3 Adaptive Intelligence licence

Subject to the Global Privacy Notice, applicable law and written enterprise restrictions, you grant INNOVERSIL a worldwide, non-exclusive, royalty-free licence to use eligible Customer Content to:

• Develop Account-Specific Intelligence.
• Train and improve Shared Intelligence.
• Evaluate models and test features.
• Improve safety and product performance.
• Develop related INNOVERSIL technology.

This includes analysing, labelling, transforming, extracting features from and creating training examples or statistical model patterns from eligible Customer Content.

It does not authorise public reproduction of confidential Customer Content as identifiable source material.

7.4 Your responsibilities

You represent that:

• You own the content or have authority to submit it.
• Its submission and processing are lawful.
• It does not violate confidentiality or third-party rights.
• You have provided required notices and permissions.
• You have a lawful basis for personal information you submit.

8. AI outputs

AI outputs are probabilistic and may be inaccurate, incomplete, outdated, biased, misleading or unsuitable for a particular purpose.

You are responsible for:

• Reviewing and verifying outputs.
• Checking important facts and calculations.
• Applying appropriate professional judgement.
• Obtaining qualified advice where necessary.

Unless expressly authorised in writing, the service must not be the sole basis for medical, legal, credit, insurance, investment, employment, educational, emergency or other legally significant decisions.

Outputs are not legal, medical, financial, tax, investment or other regulated professional advice unless delivered under a separate professional engagement.

Similar outputs may be produced for different users. You do not obtain exclusive rights to content that existed previously, was independently generated or is not legally protectable.

9. Acceptable use

You must not use an INNOVERSIL service to:

1. Break applicable law.
2. Infringe intellectual-property rights.
3. Violate privacy or confidentiality rights.
4. Defraud, impersonate or materially mislead others.
5. Distribute malware or compromise systems.
6. Bypass access, security or usage controls.
7. Scrape information without authorisation.
8. Perform unauthorised security testing.
9. Facilitate child exploitation or serious violent crime.
10. Conduct unlawful surveillance.
11. Make prohibited automated decisions.
12. Train a competing model through unauthorised bulk extraction.
13. Reverse engineer protected components except where law permits.
14. Resell the service without written permission.
15. Create unreasonable security risk, load or cost.

10. Intellectual property

INNOVERSIL and its licensors retain all rights in Zecleo, INNOVERSIL software, models, algorithms, interfaces, documentation, trademarks, model parameters, analytics and underlying technology.

You receive a limited, revocable, non-exclusive, non-transferable right to use the service during your authorised access period.

Feedback may be used by INNOVERSIL without restriction or compensation. This does not transfer ownership of unrelated Customer Content.

11. Confidentiality

Each party must use reasonable care to protect non-public confidential information and use it only for the relevant relationship.

Confidentiality duties do not apply to information that becomes public without breach, was lawfully known, was independently developed or must be disclosed by law.

12. Third-party services

INNOVERSIL services may integrate with independently operated third-party products.

Your use of those products is governed by their own terms. INNOVERSIL is not responsible for third-party outages, content, privacy practices, AI-training practices or changes.

13. Subscriptions and payments

Plans, fees, usage allowances and billing periods will be shown at purchase or stated in an order form.

You authorise INNOVERSIL and its payment providers to charge applicable fees, taxes and approved usage charges.

Where disclosed at purchase, subscriptions automatically renew until cancelled.

Future prices may change after reasonable notice, ordinarily from the next renewal period.

Fees are non-refundable except where required by law, stated in an applicable plan or order form, or approved by INNOVERSIL. Mandatory consumer rights remain unaffected.

14. Availability and service changes

INNOVERSIL may improve services, update models, change interfaces, add or remove features, introduce controls and discontinue obsolete functionality.

INNOVERSIL aims to provide reliable services but does not guarantee uninterrupted availability unless a written service-level agreement states otherwise.

Trials, previews and beta features may be incomplete, change without notice, contain errors or be discontinued.

15. Usage limits

Plans may include limits concerning storage, processing, Adaptive Intelligence usage, concurrency, API requests, document size, members, retention and support.

INNOVERSIL may apply quotas, rate limits, fair-use controls, processing queues, backpressure, temporary throttling and abuse controls to protect security, availability, other users and reasonable operating costs.

16. Suspension and termination

INNOVERSIL may suspend or restrict access because of non-payment, suspected unlawful activity, security risk, excessive usage, breach of these Terms, provider restrictions or risk to users and systems.

Immediate action may be taken where delay could create material harm.

You may stop using the service, cancel renewal and close your account through available controls or by contacting INNOVERSIL.

INNOVERSIL may terminate access where a material breach is not remedied, continued provision is unlawful, payment remains overdue, the service is discontinued or essential Adaptive Intelligence processing cannot be provided.

After termination, access ends, amounts already due remain payable and information will be handled under the Global Privacy Notice. Completed model training is not automatically reversed.

17. Privacy and security

Personal information is processed according to the INNOVERSIL Global Privacy Notice.

You are responsible for providing required notices, obtaining required authority and configuring the service appropriately for information you control.

INNOVERSIL maintains safeguards designed to protect information, but no electronic system is completely secure.

18. Warranties

Nothing in these Terms excludes a warranty, right or remedy that cannot lawfully be excluded.

To the maximum extent permitted by law, services are provided on an as-available basis.

INNOVERSIL does not guarantee that:

• The service will always be uninterrupted.
• AI outputs will always be accurate or complete.
• Every error will be corrected.
• Every feature or integration will remain available.
• Generated material will be unique.

19. Limitation of liability

Nothing excludes liability that cannot lawfully be excluded, including applicable liability for fraud, intentional misconduct, gross negligence, death or personal injury, or mandatory consumer rights.

To the maximum extent permitted by law, INNOVERSIL is not liable for indirect, special, incidental, punitive or consequential losses, or loss of profit, revenue, opportunity, goodwill, anticipated savings, use or data.

INNOVERSIL's aggregate liability relating to a paid service will not exceed the fees paid or payable for that service during the twelve months before the event giving rise to the claim, unless a written order form states another amount.

Aggregate liability for a free service will not exceed ZAR 1,000 unless applicable law requires otherwise.

20. Indemnity

To the maximum extent permitted by law, you will indemnify INNOVERSIL against third-party claims arising from unlawful Customer Content, your material breach, infringement of third-party rights, misuse or failure to obtain required authority.

This does not apply to the extent a claim was caused by INNOVERSIL's own unlawful conduct, breach or negligence.

21. Compliance, disputes and governing law

You must comply with applicable privacy, intellectual-property, consumer, employment, professional, export-control, sanctions and anti-corruption laws.

Before formal proceedings, send a written description of the dispute to info@innoversil.com with the subject Legal Dispute.

These Terms are governed by the laws of the Republic of South Africa.

Subject to mandatory law, courts with jurisdiction in Gauteng, South Africa will have jurisdiction.

Consumers retain mandatory protections and forums available under applicable law.

22. Changes to these Terms

INNOVERSIL may update these Terms to reflect changes in law, services, AI models, Adaptive Intelligence practices, pricing, security, technology or operations.

Continued use after updated Terms take effect constitutes acceptance of the updated contractual terms, but does not remove rights that cannot lawfully be waived.

23. General provisions

23.1 Entire agreement

These Terms, the Global Privacy Notice, applicable order forms and incorporated service terms form the agreement for the relevant service.

23.2 Order of precedence

1. Signed enterprise agreement.
2. Order form or statement of work.
3. Service-specific terms.
4. Data Processing Agreement for processing matters.
5. These Terms.
6. Referenced policies.

23.3 No waiver

Failure to enforce a provision does not waive that provision.

23.4 Severability

An invalid provision will be limited or removed only to the minimum extent necessary. Remaining provisions continue.

23.5 Assignment

You may not assign these Terms without written permission. INNOVERSIL may assign them as part of a restructuring, merger, financing, acquisition or sale, subject to applicable law.

23.6 Force majeure

Neither party is liable for delay caused by events beyond reasonable control, except for payment obligations already due.

23.7 Electronic communications

Notices and agreements may be provided through email, account notifications, in-product messages, website notices or electronic acceptance controls.

24. Contact

If you do not agree to these Terms, do not use or continue using any affected INNOVERSIL service.

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