Terms of Service

01Who we are, and what these terms cover

DocsGPT Cloud (the “Service”) is operated by ARC53 LTD, a private limited company registered in Scotland under company number SC642841, with its registered office at 5 South Charlotte Street, Edinburgh, Scotland, EH2 4AN (“Arc53”, “we”, “us”).

These Terms of Service (the “Terms”) are a contract between you and Arc53. They apply when you create an account, use the Service, or access it through our APIs, widgets or integrations. If you do not agree to them, do not use the Service.

If you use the Service on behalf of an organisation, you confirm that you are authorised to accept these Terms for that organisation, and “you” means that organisation.

These Terms cover DocsGPT Cloud. Managed instances, on-premises and air-gapped deployments are contracted with Arc53 on a per-customer basis, under an agreement that may vary or replace these Terms.

Related documents, which form part of these Terms:

• the Privacy Policy;
• the Data Processing Addendum (“DPA”), where clause 12 applies;
• the sub-processor list at www.docsgpt.cloud/subprocessors;
• any order form or plan description you accept.

02Definitions

• “Content” — anything you or your users put into the Service: prompts and messages, uploaded files, sources you connect or ingest, memories, notes, agent, workflow and tool configuration, and voice recordings.
• “Output” — what the Service generates in response: answers, summaries, generated images, artefacts, code and tool results.
• “Input” — what the Service sends to a model in order to produce an Output: your prompt, the relevant parts of your Content, and tool results.
• “Agent” — an assistant you configure in the Service, which you may keep private, share with your team, or publish through a link, API key or widget.
• “End User” — someone who interacts with an Agent you deploy, without having their own account with us.
• “Organisation” — a workspace with more than one member, on any plan.
• “Free Individual Plan” — a free account that is not a member of an Organisation and has no paid subscription.

03Eligibility and accounts

3.1You must be at least 16 years old to use the Service. The Service is not intended for children.

3.2You must give accurate registration information and keep it current.

3.3You are responsible for your account credentials, agent API keys and paired devices, and for everything that happens under your account. Tell us promptly at security@docsgpt.cloud if you suspect unauthorised access.

3.4One person or legal entity may hold one account, unless we agree otherwise in writing. Creating extra accounts to get around usage limits is a breach of these Terms.

3.5Where you join an Organisation, its administrators can manage, access, export and delete the Content in that Organisation’s workspace, and can control your access to it.

04Plans, usage limits and fair use

4.1The Service is offered on free and paid plans, described at docsgpt.cloud/pricing. Features, usage limits and model availability differ by plan.

4.2Each plan has limits on things like storage, ingestion, tokens, tool calls and API requests. We may apply rate limits to keep the Service stable, and may charge for usage above your plan’s limits where we have told you the price in advance.

4.3We may suspend or throttle an account whose usage harms the Service or other users, including automated traffic, crypto-mining in the code sandbox, and attempts to bypass quotas.

4.4Free plans and features marked beta, preview or experimental are provided without any availability commitment, and we may change or withdraw them at any time.

05Payment and cancellation

5.1Paid plans are billed in advance through Stripe, and renew automatically for the same period until cancelled. You authorise us to charge your payment method for each renewal and for any usage charges.

5.2You can cancel at any time in the Service. Cancellation takes effect at the end of the current billing period, and you keep access until then.

5.3We may change prices. We will give at least 30 days’ notice before a change applies to your renewal, and you can cancel before it takes effect.

5.4Except as set out in clause 5.5, or where the law requires otherwise, fees already paid are non-refundable.

5.5If you are a consumer in the UK or EU, you normally have 14 days to cancel a new subscription. Where you ask us to start the Service immediately, you accept that you lose that right once the Service has been fully supplied within the 14 days. Your statutory rights are not affected by anything in these Terms.

5.6Prices exclude VAT and other taxes unless stated. You are responsible for any taxes other than those on our income.

5.7If a payment fails, we may suspend the account after notifying you, and may terminate it if the failure continues for 30 days.

06Your Content

6.1You keep ownership of your Content. We claim no rights in it beyond what these Terms give us.

6.2You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, parse, index, embed and display your Content, and to send it to the model providers and tools you select, only to provide, secure, support and maintain the Service for you — which includes fixing faults under clause 12.4, the quality review in clause 12.5, and producing Aggregated Statistics under clause 12.6. The licence ends when you delete the Content or close your account, except for backups still inside their retention window.

6.3You confirm that you have the rights to submit your Content and to let us process it, including any personal data it contains about other people.

6.4You are responsible for keeping your own copies. The Service is not a backup service.

6.5We may remove Content or suspend access where we reasonably believe it breaches clause 8, infringes someone’s rights, or must be removed by law. Where we can, we will tell you first.

07Outputs

7.1As between you and us, you own the Output you generate, to the extent it can be owned. We do not claim ownership of it.

7.2Outputs can be wrong. AI models make mistakes, including confident ones. Check anything you rely on. The Service does not give legal, medical, financial or other professional advice.

7.3Outputs are not unique. Other users may receive similar or identical Outputs from similar prompts.

7.4You are responsible for how you use Output, including whether it is lawful to use it in your context, and for complying with the rules of any model provider whose model you select.

7.5Where you make an Agent available to End Users, you must make clear to them that they are interacting with an AI system, and comply with any applicable AI transparency rules.

08Acceptable use

You must not, and must not allow anyone else to:

• break the law, or infringe anyone’s intellectual property, privacy or other rights;
• upload Content you have no right to use, including confidential information you are not permitted to share;
• upload malware, or use the Service to attack, probe or disrupt any system, including ours;
• try to gain unauthorised access to the Service, other accounts, or our infrastructure, or to bypass usage limits, guardrails or access controls;
• reverse engineer the Service, or extract its source code, prompts or model weights, except where the law says you may;
• use the Service, or Output from it, to train or improve a competing AI model or service;
• scrape or bulk-extract data from the Service other than through our documented APIs;
• use the code execution sandbox to mine cryptocurrency, run proxies or botnets, or host services;
• generate or distribute content that is unlawful, that sexualises children, that harasses or defames people, that promotes self-harm or violence, or that is designed to deceive people about its origin;
• use the Service for automated decisions about people that have legal or similarly significant effects on them, without meaningful human review;
• resell, sublicense or provide the Service to third parties, except by deploying Agents as clause 9 permits; or
• use the Service where sanctions or export control laws prohibit it, or in a sanctioned territory.

We may investigate suspected breaches and may suspend access while we do.

09Deploying Agents to End Users

If you publish an Agent through a share link, API key, widget or integration:

9.1You are responsible for your End Users and for what they submit. As between you and us, their data is your Content.

9.2You must give End Users your own privacy notice and have a lawful basis for processing their personal data, and you must not present the Service as your own product in a way that misleads them about who operates it.

9.3You must not deploy an Agent in a way that breaks clause 8, and you must apply reasonable limits so your deployment does not exhaust your plan’s capacity.

9.4You are responsible for what your Agent’s tools can do, including any tool you connect that can act on your systems or send messages on your behalf.

10Third-party services, your own keys, and connectors

10.1The Service integrates with third parties: model providers, storage and document sources, MCP servers, webhooks, messaging tools and others. Some are ours (see the sub-processor list), and some you connect yourself.

10.2Where you connect a service, supply your own API key, or authorise access to an account (for example Google Drive or GitHub), you instruct us to send the relevant Content to it. That third party’s terms and privacy policy govern what it then does. We are not responsible for it.

10.3We may change the providers we use, and the default models, as long as the Service continues to work substantially as described.

10.4Third-party outages may affect the Service.

11Availability and changes to the Service

11.1We aim for high availability, but the Service is provided without an availability commitment unless your plan or order form includes a service level agreement.

11.2We may modify, add or remove features. Where a change materially reduces core functionality on a paid plan, we will give reasonable notice, and you may cancel and receive a pro-rata refund for the unused part of the term.

11.3We will try to give notice of planned maintenance.

12Data protection

12.1Our handling of personal data is described in the Privacy Policy.

12.2Where you use the Service for business purposes and we process personal data on your behalf, the DPA applies and is incorporated into these Terms. In case of conflict on the processing of personal data, the DPA prevails.

12.3We will not train AI models on your Content. We will not use your Content — your prompts, Outputs, uploaded files or connected sources — to train, fine-tune or otherwise adjust the weights or parameters of any AI model, whether ours or a third party’s, and we will not place it into a training, fine-tuning or evaluation dataset. This applies to every account on every plan. We select model providers on terms that prohibit them from doing the same with data we send them.

“AI model” here includes the large language models that produce Outputs and the models used within the Service for retrieval and ranking, document parsing, tool selection, routing and guardrails.

12.4Fixing faults. When something in the Service fails on your Content — a file that will not parse, a broken conversion, a malformed answer — we may keep a copy of the material that triggered the fault, in restricted storage, so we can reproduce and fix it. The Privacy Policy sets out how long we keep it and how it is protected.

12.5Quality review. We may review Outputs produced by the Service against the Inputs and the underlying material they were produced from, and use what we learn to correct how the Service behaves — retrieval and ranking, document parsing, tool selection, routing and guardrails. What we learn is applied by changing rules, thresholds, configuration and the instructions we give the models. Review is carried out by named personnel under confidentiality and is logged; it does not place your Content into any model’s training data, and it does not extend to your API keys, OAuth tokens or other credentials. You may switch it off at any time, at no charge, for your account or your Organisation, by emailing privacy@docsgpt.cloud.

12.6Service Usage Data and Aggregated Statistics. We collect analytics and performance data about the operation and use of the Service (“Service Usage Data”), and produce aggregated and de-identified statistics from it (“Aggregated Statistics”). Aggregated Statistics do not identify you, your Organisation or your Content. As between you and us, Service Usage Data and Aggregated Statistics, and all rights in them, belong to Arc53, and we may use, publish and retain them without restriction, including to operate, improve and develop our products.

12.7Zero Retention Mode (Enterprise add-on). Enterprise customers may purchase Zero Retention Mode for a workspace under an order form. Where it is enabled, we disable provider-side storage of conversations and files wherever the provider makes that available for the deployment in use, exclude Content from our application logs, and shorten or remove the fault-retention in clause 12.4, as the order form specifies. It is not enabled by default and is not included in the standard Enterprise plan. Switching off the quality review in clause 12.5 does not require Zero Retention Mode.

12.8We apply the security measures described in the Privacy Policy and the DPA. No system is completely secure.

13Confidentiality

Each party may receive non-public information from the other. Each will use it only to perform these Terms, and will protect it with at least reasonable care. This does not apply to information that is public, independently developed, or lawfully received from someone else, and does not prevent a disclosure required by law.

14Intellectual property in the Service

14.1The Service, including its software, models, design and documentation, belongs to Arc53 and its licensors. These Terms grant you a limited, revocable, non-exclusive, non-transferable right to use it in line with your plan.

14.2The open-source components of DocsGPT are licensed under their own terms, which are unaffected by these Terms.

14.3If you send us feedback or suggestions, we may use them without obligation to you.

15Suspension and termination

15.1By you. You may stop using the Service and delete your account at any time in Settings. Deleting your account deletes your Content as set out in the Privacy Policy.

15.2By us. We may suspend or terminate your account if you materially breach these Terms, if your use puts the Service or other users at risk, if you fail to pay, or if we must do so by law. Except where the breach is serious or the law prevents it, we will give notice and a reasonable chance to fix the problem.

15.3Inactivity. We may delete a Free Individual Plan account that has not been used for 12 months, after emailing you at least 30 days beforehand.

15.4Effect. On termination your licence ends and access stops. For 30 days after termination you may ask us to export your Content, unless we terminated for a serious breach. After that we delete it as set out in the Privacy Policy. Clauses 6.3, 7, 12.6, 13, 14, 16, 17, 18, 19 and 20 survive.

16Disclaimers

16.1To the extent the law allows, the Service is provided “as is” and “as available”, and we exclude all implied warranties, including merchantability, fitness for a particular purpose and non-infringement.

16.2We do not warrant that the Service will be uninterrupted or error-free, or that Output will be accurate, complete or suitable for your purpose.

16.3If you are a consumer, this clause does not affect your statutory rights, including your right to services carried out with reasonable care and skill, and to digital content of satisfactory quality.

17Liability

17.1Nothing in these Terms excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be excluded.

17.2Subject to clause 17.1, we are not liable for indirect or consequential loss, or for loss of profits, revenue, goodwill, anticipated savings, or loss or corruption of data.

17.3Subject to clause 17.1, our total liability arising out of or in connection with these Terms is limited to the greater of:

1. the fees you paid us in the 12 months before the event giving rise to the claim; and
2. £100.

17.4You are responsible for decisions you take based on Output, and for verifying it before you rely on it.

17.5If you are a consumer, we are responsible for loss you suffer that is a foreseeable result of our breach, but not for loss that is not foreseeable, and not for business losses.

18Indemnity (business users)

If you use the Service other than as a consumer, you will defend and indemnify Arc53 against third-party claims, and reasonable costs, arising from your Content, your deployment of Agents to End Users, your breach of these Terms, or your infringement of a third party’s rights. We will notify you of the claim, let you control the defence of it, and give you reasonable assistance at your cost.

19Governing law and disputes

19.1These Terms are governed by the laws of England and Wales.

19.2Before starting proceedings, please contact us at legal@docsgpt.cloud so we can try to resolve the matter.

19.3The courts of England and Wales have exclusive jurisdiction, except that:

• if you are a consumer, you may bring proceedings in the courts of the place where you live, and the mandatory consumer protection law of that place still applies to you; and
• either party may seek an injunction in any court with jurisdiction.

20General

20.1Changes to these Terms. We may update these Terms. For material changes we will give at least 30 days’ notice by email or in the Service, and the change applies from the stated date. If you do not accept it, you may stop using the Service and cancel before it takes effect.

20.2Assignment. You may not assign these Terms without our consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets, provided the assignee agrees to be bound by them.

20.3Entire agreement. These Terms, with the documents listed in clause 1, are the entire agreement between us about the Service, and replace earlier versions.

20.4Severability. If a provision is unenforceable, the rest stays in effect.

20.5No waiver. Not enforcing a provision is not a waiver of it.

20.6Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations.

20.7Notices. We give notice by email to your account address or in the Service. You give notice to legal@docsgpt.cloud.

20.8No third-party rights. Someone who is not a party to these Terms has no right to enforce them.

20.9Order of precedence. If documents conflict: the DPA, on the processing of personal data; then an order form; then these Terms; then the Privacy Policy.

21Contact

ARC53 LTD (company number SC642841), 5 South Charlotte Street, Edinburgh, Scotland, EH2 4AN

• General: contact@docsgpt.cloud
• Legal: legal@docsgpt.cloud
• Security: security@docsgpt.cloud
• Privacy: privacy@docsgpt.cloud