Terms of Service

Provider:Nikita Speranskii, individual entrepreneur registered in Georgia, Megobroba street, 12, Kobuleti, 6200, Georgia, [email protected], trading as Supa Brain (“we”).

Client: the business named in the Proposal or Invoice (“you”).

You accept these terms by replying “approved” to a Proposal, by signing it, or by paying an invoice. Payment of an invoice constitutes acceptance of the related Proposal and these Terms.

1. What these terms cover

These terms govern every Proposal, Statement of Work (SOW) or Invoice we issue to you. If a signed Proposal conflicts with these terms, the Proposal wins for that project.

2. Services

We provide the IT services for AI chatbots and AI agents described in the Proposal: set-up and installation of AI assistants, configuration, prompt and knowledge-base development, quality assurance and testing, and ongoing upkeep (“Care”) (together, “Services”). All Services are performed remotely from Georgia. Anything outside that scope is quoted separately. Third-party chat platform subscriptions are contracted and paid by you directly and are not part of the Services.

3. Your responsibilities

You give us the access we need on time: a test link, a sandbox account, or read-only admin access. You confirm you have the right to give us that access and any data it contains. You will not send us personal data (for example real customer chat logs) unless Annex A has been agreed; by default we work with test conversations and anonymised logs. Care includes reading your assistant’s conversations to check and improve its answers; Annex A applies to it. Please revoke our access after delivery or when Care ends.

4. Fees and payment

• Prices are in the currency stated in the Proposal (EUR or USD) and exclude local taxes. On request we invoice in GBP or AUD. B2B clients in the EU, the UK, Australia and similar jurisdictions account for VAT/GST under the reverse-charge mechanism.
• Fixed-price checks: we invoice after you have seen the scorecard, which shows how many answers were tested and how many were wrong. The full report follows payment. Other fixed-price work is invoiced as stated in the Proposal.
• Monthly plans are billed monthly in advance and can be cancelled at any time before the next billing date.
• Invoices are due within 7 days. We can pause work on overdue invoices.
• Bank and payment-processor fees on your side are paid by you.

5. Verified issue and guarantee

A verified issue is an answer from your bot that, on the test date:

1. contradicts a public page of your website (we quote the page and give its URL as of the test date);
2. says it doesn't know a fact that is published on your website;
3. invents a policy, price or deadline;
4. does not answer, goes in circles, or returns a technical error; or
5. answers a different question from the one asked.

Not counted: style, tone or length; declining to give a discount; questions outside your business.

If a check finds fewer than 5 verified issues, you don't pay for it. Under this guarantee your only remedy is not paying, a refund, or a free re-test. Any claim must be made within 14 days of receiving the report.

6. Delivery and acceptance

We send the deliverables (report, configuration, prompts, test suite) by email or shared link. They are accepted when you approve them, or 5 business days after delivery if you raise no specific objection. If something in the agreed scope is objectively missing, we fix it once at no extra cost.

7. Ownership

Once you pay in full, you own the deliverables created specifically for you (reports, your bot's configuration and prompts). We keep ownership of our pre-existing tools, test scenario libraries, scripts and methods, and you receive a non-exclusive licence to use them as part of the deliverables. We may mention you as a client only with your permission.

8. Confidentiality

Each party keeps the other's non-public information confidential and uses it only for the project. This obligation survives for 2 years after the project ends.

9. Data protection

• We access your systems only to perform the Services and keep personal data to the minimum needed. Where possible we use test conversations, not real customer chats.
• If we process personal data on your behalf (for example, real chat transcripts), we act as your processor under the data processing terms in Annex A. We delete or return that data within 30 days after the project ends.

10. AI-specific disclaimer

AI systems are probabilistic. We test and improve your bot's behaviour, but we do not guarantee that an AI system will always produce correct, complete or compliant answers. Test results are a snapshot on the test date; AI bots change over time. You remain responsible for how your bot is used with your customers and for the final decision to put any change into production.

11. Liability

Our total liability for any claim relating to the Services is limited to the fees you paid for those Services in the 3 months before the claim. Neither party is liable for indirect or consequential losses (lost profits, lost data, business interruption). Nothing here limits liability that cannot be limited by law (fraud, wilful misconduct).

12. Independent contractor

We are an independent business, not your employee or agent. We choose how and when to do the work and are responsible for our own taxes.

13. Term and termination

Either party may end a monthly plan with notice before the next billing date. Either party may end a project if the other materially breaches these terms and does not fix it within 10 days of notice. You pay for work done up to termination.

14. Governing law

These terms are governed by the laws of England and Wales, and the courts of England have non-exclusive jurisdiction. The parties will first try to resolve any dispute by good-faith negotiation by email for 30 days.

15. Sanctions

Each party confirms that it is not a sanctioned person and is not located in, or ordinarily resident in, a comprehensively sanctioned jurisdiction. We do not provide Services to persons located in Russia or Belarus.

16. Miscellaneous

Electronic acceptance and signatures are valid. Order of precedence: Proposal or SOW, then Annex A, then these Terms. These terms, together with the Proposal, are the entire agreement. Changes must be agreed in writing (email is enough). Notices go to the email addresses on the Proposal or Invoice.

Annex A — Data processing terms

Applies only when real personal data is involved.

1. Subject matter: setting up, testing and improving the Client's AI chatbot or assistant. Data: chat transcripts, and the names and contact details contained in them. Data subjects: the Client's customers. Duration: the project term plus 30 days.
2. The Provider processes personal data only on the Client's documented instructions (the Proposal).
3. Persons with access are bound by confidentiality.
4. Safeguards: encrypted storage, access limited to the Provider, multi-factor authentication on accounts, no sharing with third parties except the sub-processors named in the Proposal, such as an LLM API provider, with data retention disabled where available.
5. The Provider assists the Client with data-subject requests and breach notifications (within 72 hours of becoming aware).
6. At the end, the Provider deletes or returns the data.
7. International transfers: the Provider is located in Georgia. For EU and UK clients the parties agree to the EU Standard Contractual Clauses (Module 2, controller-to-processor) and the UK Addendum, incorporated by reference.