Terms of Service
CodeSpeak Ltd
Company No. 16382179
Registered Office: Suite 505, Hamilton House, 1 Temple Avenue, London, EC4Y 0HA, United Kingdom
Effective Date: 3 March 2026
1. Introduction
These Terms of Service ("Terms") govern your access to and use of the services, applications, software, websites, APIs, and related offerings (collectively, the "Service") provided by CodeSpeak Ltd ("CodeSpeak", "we", "us", or "our").
By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, you must not use the Service.
2. Definitions
"Customer" (also referred to as "User" or "you") means any individual or legal entity that accesses or uses the Service, whether directly or through an authorised representative.
"Project Data" means program and library code, binaries, files, text, configurations, datasets, prompts, outputs, and other content that the Customer creates, uploads, stores, or shares when using the Service.
"Personal Data" has the meaning given in the UK General Data Protection Regulation (UK GDPR).
"Customer Data" means all data uploaded, stored, transmitted, or otherwise processed through the Service by the Customer, including both Project Data and Personal Data.
"Confidential Information" means any non-public information disclosed by one party to the other in connection with the Service, including but not limited to Customer Data, technical specifications, business plans, API keys, security credentials, and proprietary methodologies.
3. Ownership of Customer Data
3.1 Retention of Ownership
You retain all right, title, and interest, including all intellectual-property rights, in and to your Customer Data.
3.2 No Transfer of Ownership
Nothing in these Terms transfers ownership of Customer Data to CodeSpeak. CodeSpeak does not claim ownership over any Customer Data.
3.3 No Implied Rights
Except for the limited licence expressly granted under Section 6, CodeSpeak acquires no rights in Customer Data.
4. Customer Responsibility for Content
4.1 Accuracy and Legality
You are solely responsible for the accuracy, integrity, quality, and legality of your Customer Data.
4.2 Rights and Permissions
You represent and warrant that:
- You own or have all necessary rights, licences, consents, and permissions to upload, process, store, and transmit the Customer Data through the Service;
- Your Customer Data does not infringe any third-party intellectual-property rights or other legal rights; and
- Your use of the Service complies with all applicable laws and regulations.
4.3 Prohibited Content
You must not upload or transmit Customer Data that:
- Is unlawful, fraudulent, defamatory, or harmful;
- Infringes intellectual-property rights;
- Violates data protection or privacy laws; or
- Contains malicious code or harmful components.
CodeSpeak reserves the right to suspend or remove content that violates these Terms or applicable law.
4.4 Restricted Data Categories
Unless CodeSpeak has expressly agreed in writing and holds the appropriate certifications, you must not use the Service to process, store, or transmit:
- Protected health information subject to the Health Insurance Portability and Accountability Act (HIPAA) or equivalent health data regulations;
- Payment card data subject to the Payment Card Industry Data Security Standard (PCI-DSS);
- Financial data subject to the Gramm-Leach-Bliley Act (GLBA) or equivalent financial services regulations;
- Biometric identifiers or genetic data; or
- Any other category of data requiring specific regulatory certifications that CodeSpeak does not hold.
4.5 Account Security
You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You must notify CodeSpeak promptly of any unauthorised use of your account or any other breach of security. CodeSpeak shall not be liable for any loss or damage arising from your failure to protect your account credentials.
5. Acceptable Use Policy
5.1 Permitted Use
You may use the Service only for its intended purpose and in accordance with these Terms and all applicable laws.
5.2 Prohibited Conduct
You must not:
- Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Service;
- Access or use the Service to build a competing product or service;
- Resell, sublicence, lease, or redistribute the Service or access to the Service to any third party without CodeSpeak's prior written consent;
- Share account credentials with unauthorised individuals or allow multiple individuals to use a single-user account;
- Use the Service in a manner that disrupts, degrades, or impairs the Service or its infrastructure, including excessive API calls, automated scraping, or denial-of-service attacks;
- Circumvent or attempt to circumvent any access controls, rate limits, usage restrictions, or security measures of the Service;
- Use the Service to transmit unsolicited communications, spam, or phishing attempts;
- Remove, alter, or obscure any proprietary notices, labels, trademarks, copyright marks, or branding on or within the Service;
- Create derivative works based on the Service or any part thereof; or
- Use the Service for any purpose that is unlawful or prohibited by these Terms.
5.3 Compliance with Upstream Provider Policies
The Service relies on third-party infrastructure and service providers. You agree to comply with the acceptable use policies of such providers to the extent applicable. CodeSpeak may suspend or terminate your access to the Service if your use violates such upstream provider policies.
5.4 Enforcement
CodeSpeak reserves the right to investigate and take appropriate action in response to violations of this Section, including suspension or termination of access to the Service.
6. Licence Granted to CodeSpeak
6.1 Scope of Licence
To enable CodeSpeak to operate, maintain, secure, develop, and improve the Service, you grant CodeSpeak a:
- worldwide,
- non-exclusive,
- royalty-free,
- fully paid-up, and
- sub-licensable (only to service providers assisting in delivering the Service)
licence to access, host, store, reproduce, process, transmit, display, adapt, and modify Customer Data solely as necessary to:
- provide and maintain the Service;
- perform backups and disaster recovery;
- ensure security and prevent fraud or abuse;
- develop and improve Service functionality, including training, fine-tuning, and evaluating machine-learning models that form part of or are used to deliver the Service;
- generate aggregated, anonymised, or de-identified data derived from Customer Data for analytical, benchmarking, and Service improvement purposes; and
- comply with applicable law.
6.2 Machine-Learning Use
You acknowledge and agree that Customer Data may be used to train, fine-tune, evaluate, and improve machine-learning models that are integrated into or used to deliver the Service. CodeSpeak will use commercially reasonable efforts to ensure that individual Customer Data is not reconstructable from such models. This right survives deletion of Customer Data to the extent that Customer Data has already been incorporated into trained models prior to deletion.
6.3 Limited Purpose
This licence is limited strictly to the operation, development, security, and improvement of the Service. It does not grant CodeSpeak the right to sell, publicly commercialise, or otherwise exploit Customer Data outside these purposes.
6.4 Termination of Licence
The licence granted under this Section terminates when Customer Data is permanently deleted from the Service, except to the extent (a) retained in secure backups for a limited period, (b) required by law, or (c) already incorporated into trained machine-learning models in accordance with Section 6.2.
7. Intellectual Property of CodeSpeak
7.1 CodeSpeak Ownership
CodeSpeak retains all right, title, and interest, including all intellectual-property rights, in and to the Service, including but not limited to its software, source code, algorithms, machine-learning models, user interfaces, designs, documentation, trademarks, trade names, logos, and all improvements, modifications, and derivative works thereof.
7.2 No Customer Rights in Service
Nothing in these Terms grants you any right, title, or interest in the Service or any CodeSpeak intellectual property, except for the limited right to access and use the Service in accordance with these Terms.
7.3 Feedback
If you provide suggestions, ideas, enhancement requests, or other feedback regarding the Service ("Feedback"), you grant CodeSpeak a perpetual, irrevocable, worldwide, royalty-free licence to use, modify, and incorporate such Feedback into the Service without restriction or obligation to you.
8. Data Protection and Security
8.1 Security Measures
CodeSpeak implements reasonable and appropriate technical and organisational measures designed to protect Customer Data against unauthorised access, disclosure, alteration, or destruction.
Such measures may include:
- encryption in transit;
- encryption at rest (where applicable);
- access controls and authentication mechanisms;
- monitoring and logging; and
- secure infrastructure and hosting practices.
8.2 No Absolute Guarantee
While CodeSpeak takes reasonable measures to protect Customer Data, no method of electronic transmission or storage is completely secure. CodeSpeak does not guarantee absolute security.
8.3 Data Protection Compliance
Where CodeSpeak processes personal data on behalf of Customers, such processing will be governed by applicable data protection laws, including the UK GDPR and Data Protection Act 2018, and may be subject to a separate Data Processing Agreement (DPA), where required.
8.4 Third-Party Sub-Processors
CodeSpeak uses third-party service providers to deliver the Service, including but not limited to cloud infrastructure providers (such as Amazon Web Services) and identity and authentication providers (such as Auth0/Okta). These sub-processors may process Customer Data on CodeSpeak's behalf and are bound by appropriate data processing agreements and confidentiality obligations. CodeSpeak remains responsible for the acts and omissions of its sub-processors to the extent required by applicable data protection law. A list of current sub-processors is available upon request.
8.5 Data Residency and International Transfers
Customer Data may be processed in jurisdictions outside the United Kingdom or the European Economic Area where CodeSpeak's sub-processors operate. Where personal data is transferred internationally, CodeSpeak will ensure that appropriate safeguards are in place in accordance with applicable data protection law, including the use of Standard Contractual Clauses (SCCs), the UK International Data Transfer Agreement (IDTA), or other lawful transfer mechanisms as required.
9. Data Backup and Customer Responsibility
9.1 Customer Backups
You are solely responsible for maintaining independent backup copies of your Customer Data, including any data stored on your local systems or devices.
9.2 No Liability for Data Loss or Damage
To the fullest extent permitted by law, CodeSpeak shall not be liable for any loss, corruption, deletion, damage, or alteration of Customer Data, howsoever caused, including but not limited to:
- loss or corruption of Customer Data stored on or transmitted through the Service;
- loss or corruption of Customer Data stored on your local systems, devices, or environments, including as a result of the operation of the Service or any software, agent, or tool provided by CodeSpeak;
- failure to store or transmit Customer Data;
- accidental or unintended deletion, modification, or damage to files, data, or configurations on your systems, whether caused by the Service, software bugs, errors, or otherwise;
- system interruptions, infrastructure failures, or events beyond reasonable control; or
- any other loss of data arising in connection with your use of the Service.
9.3 Assumption of Risk
You acknowledge that the Service may interact with files and data on your local systems, and you accept the risk that such interactions may result in unintended modifications to or deletion of files. You agree to maintain adequate backups before using the Service.
10. Warranties and Disclaimers
10.1 Service Provided "As Is"
To the fullest extent permitted by applicable law, the Service is provided on an "AS IS" and "AS AVAILABLE" basis, without warranties of any kind, whether express, implied, statutory, or otherwise.
10.2 Disclaimer of Warranties
CodeSpeak expressly disclaims all implied warranties, including but not limited to implied warranties of:
- merchantability;
- fitness for a particular purpose;
- non-infringement;
- accuracy, reliability, or completeness of results; and
- uninterrupted or error-free operation.
10.3 No Guarantee of Results
CodeSpeak does not warrant that the Service will meet your requirements, that the output or results generated by the Service will be accurate, complete, or suitable for any particular purpose, or that defects will be corrected.
10.4 Non-Excludable Rights
Nothing in this Section excludes or limits any warranties or consumer rights that cannot be excluded or limited under applicable UK law.
11. Limitation of Liability
11.1 Exclusion of Indirect Damages
To the fullest extent permitted by law, CodeSpeak shall not be liable for any:
- indirect, incidental, special, consequential, or punitive damages; or
- loss of profits, revenue, business, goodwill, or data,
whether arising from contract, tort (including negligence), strict liability, or otherwise, even if CodeSpeak has been advised of the possibility of such damages.
11.2 Liability Cap
CodeSpeak's total aggregate liability arising out of or relating to the Service shall not exceed the total fees paid by the Customer to CodeSpeak during the twelve (12) months preceding the event giving rise to liability.
11.3 Non-Excludable Liability
Nothing in these Terms excludes or limits liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; or
- any liability that cannot be excluded under UK law.
12. Indemnification
12.1 Customer Indemnification
You agree to indemnify, defend, and hold harmless CodeSpeak, its directors, officers, employees, agents, and affiliates from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:
- your use of the Service;
- your Customer Data, including any claim that your Customer Data infringes or misappropriates any third-party intellectual-property right or violates applicable law;
- your breach of these Terms; or
- your violation of any applicable law or regulation.
12.2 Indemnification Procedure
CodeSpeak shall promptly notify you of any claim subject to indemnification under this Section and shall provide reasonable cooperation in the defence of such claim at your expense. CodeSpeak reserves the right to participate in the defence of any such claim with counsel of its own choosing.
13. Service Availability
CodeSpeak may modify, suspend, or discontinue the Service at any time. We do not guarantee uninterrupted or error-free operation.
14. Termination
14.1 Termination by Customer
You may terminate your account at any time.
14.2 Termination by CodeSpeak
CodeSpeak may suspend or terminate your access to the Service, with or without notice, if:
- you materially breach these Terms and fail to cure such breach within fourteen (14) days of receiving written notice;
- you fail to pay any fees owed to CodeSpeak when due;
- your use of the Service violates applicable law or regulation, or poses a risk of legal liability to CodeSpeak;
- your account remains inactive for a continuous period of twelve (12) months or more;
- you become insolvent, enter administration, liquidation, or any analogous proceeding under applicable law; or
- continued provision of the Service to you is no longer commercially viable or technically feasible.
14.3 Effect of Termination
Upon termination, access to the Service will cease, and Customer Data may be deleted in accordance with applicable retention policies.
15. Confidentiality
15.1 Obligations
Each party agrees to keep the other party's Confidential Information strictly confidential and not to disclose it to any third party except as permitted under this Section.
15.2 Permitted Disclosures
A party may disclose Confidential Information:
- to its employees, contractors, or agents who have a need to know and are bound by confidentiality obligations no less protective than those in these Terms;
- to trusted service providers assisting in delivering or receiving the Service, subject to appropriate confidentiality obligations;
- to comply with a legal obligation, court order, or regulatory requirement, provided that the disclosing party (where legally permitted) gives reasonable prior notice to the other party; or
- with the prior written consent of the other party.
15.3 Exclusions
Confidential Information does not include information that:
- is or becomes publicly available through no fault of the receiving party;
- was already known to the receiving party without restriction prior to disclosure;
- is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or
- is rightfully received from a third party without restriction.
16. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent that such failure or delay is caused by circumstances beyond the affected party's reasonable control, including but not limited to: natural disasters, acts of war or terrorism, pandemics, government actions or regulations, power failures, internet or telecommunications failures, cyberattacks, or failures of third-party service providers. The affected party shall use reasonable efforts to mitigate the impact of the force majeure event and shall promptly notify the other party of the circumstances and expected duration.
17. Governing Law and Dispute Resolution
17.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of England and Wales.
17.2 Informal Resolution
Before initiating any formal proceedings, the parties agree to attempt in good faith to resolve any dispute arising out of or relating to these Terms through informal negotiation for a period of not less than thirty (30) days from the date one party notifies the other in writing of the dispute.
17.3 Mediation
If the dispute is not resolved through informal negotiation, the parties agree to submit the dispute to mediation administered under the rules of the Centre for Effective Dispute Resolution (CEDR) before commencing court proceedings, unless either party seeks urgent injunctive or interim relief.
17.4 Jurisdiction
Subject to the foregoing, the courts of England and Wales shall have exclusive jurisdiction to resolve disputes arising under these Terms.
18. Changes to Terms
18.1 Right to Modify
CodeSpeak may update these Terms from time to time.
18.2 Notice of Changes
CodeSpeak will provide at least thirty (30) days' prior written notice of material changes to these Terms. Notice will be provided by email to the address associated with your account or through a prominent notice within the Service.
18.3 Acceptance of Changes
Continued use of the Service after the notice period has elapsed constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you may terminate your account before the changes take effect.
19. Severability
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' original intent.
20. Entire Agreement
These Terms, together with any Data Processing Agreement, privacy policy, or other documents expressly referenced herein, constitute the entire agreement between you and CodeSpeak with respect to the Service and supersede all prior or contemporaneous communications, proposals, and agreements, whether oral or written, relating to the subject matter hereof.
21. Contact Information
CodeSpeak Ltd
Suite 505, Hamilton House, 1 Temple Avenue, London, EC4Y 0HA, United KingdomEmail: info@codespeak.dev