Tessl Beta Terms of Service

WHAT'S IN THESE TERMS?

These Terms tell you the rules for using our Service (as defined below) and we recommend that you read them to make sure that you're happy with them. By accessing or using the Service, you agree to be bound by these Terms.

You understand that you may not enter into these Terms on behalf of your organization unless you have the legal authority to bind that entity.

DEFINITIONS

By accessing or using our Platform, Products or Services, registering for an Account, or otherwise expressly agreeing to these Terms, you agree to be bound by them. These Terms form part of the Agreement (as defined below) between you and us. If you have entered into an enterprise agreement with us, then the terms of that agreement will apply instead of these Terms.

If you accept these Terms on behalf of a legal entity then you represent and warrant that you have the legal authority and capacity to do so. In these Terms the words “you” and “your” mean you (as an individual) and, if you are acting on a legal entity’s behalf, the legal entity that you represent. These Terms apply to your access to and use of the Platform, Products and Services, whether or not you have registered for an Account. If you do not access or use the Platform, Products or Services, no rights are granted to you under the Agreement.

We may update these Terms from time to time. Any changes take effect from the version date shown on this page. If you continue to use the Platform, Products or Services, then you accept the updated Terms.

In these Terms the following capitalised words have the meanings set out below.

Accounts means an account on the Platform under which you and your Users may use the Services;

Agreement means these Terms, the Privacy Policy, and any other guidelines, rules, policies or legal terms published on the Website that are incorporated by reference into these Terms or the Privacy Policy, including without limitation any pricing and commercial terms.

Customer means either you or the legal entity on behalf of which you have accepted these Terms.

Services means the provision of the Tessl Materials and the functionality of the Platform that comprise the registry, package manager, evaluations and other services provided or made available by or on behalf of Tessl to you and your Users on the Platform or via any device or desktop application, plug-in extension or cloud service.

Privacy Policy means Tessl’s data protection notice provided at Privacy Policy.

Product means any software application developed by or on behalf of Tessl and made generally available for download.

Subscription Plans or Plans are any pricing and feature plans we may offer which determine the commercial terms, subscription periods and scope of Services under which you and your Users with Accounts may access the Platform and use the Services.

Tessl means Tessl AI Limited (company number 15532364), a company registered in England and Wales with its registered office at 210 Pentonville Road, London N1 9JY.

Tessl Materials means code, documentation, interfaces, specifications, and any other resources created by us which are made available to you and your Users on the Platform.

Tessl Platform or Platform means the online platform provided by Tessl at and as further described at https://tessl.io.

Website means https://tessl.io/ and its subdomains.

User means any individual accessing or using the Platform, Products or Services either in a personal capacity or on behalf of (or otherwise acting under the authority of) a legal entity.

ACCESS AND USE

Platform Licence. We hereby grant to you and your Users a non-exclusive, revocable, non-transferable, non-sublicensable, worldwide, royalty-free and limited right to access and use the Platform and the Services, subject to the terms and conditions of the Agreement, solely for your own personal or internal business purposes for the Term.

Suspension. We may suspend your access and/or your Users’ access to the Platform and/or the Services if we suspect or determine (acting reasonably) that access to and/or usage of the Platform and/or Services associated with your usage, Account or login credentials is or may be in breach of the Agreement, any third party terms and/or applicable law.

Third Party Dependencies. Your and your Users’ use of the Platform, Services or Products may require use of third party software, products and/or services including API keys and/or agentic coding products, under legal terms that apply between you and such third parties. You are responsible for procuring such third party products and/or services. Your and your Users’ use of such third party products is outside of our control. Your and/or your Users ability to use the Platform, Services or Products may be dependent upon the reliability and availability of such third party products and services. We are not responsible or liable for your and your Users’ use of such third-party products or services.

Updates. We may upgrade, improve, patch, fix or enhance the Platform, Services or Products (Updates) from time to time at our sole discretion. Updates shall apply on and from the date of their release.

ACCOUNTS

Registration. To use some Services you must have an Account on the Platform. In order to access these Services on the Platform, each User must first register on the Platform and have or be associated with an Account. To register, each User must be a human; be 13 years or older; and provide a valid email address. We do not target our Platform, Products or Services at children under the age of 13. We reserve the right to deem Users to be associated with Accounts.

Plans. We may offer different types of Subscription Plans: (a) Free Plans which may have limited features, usage allowances and duration (Free Plans); and (b) Professional Plans which may have enhanced features (Pro Plans). The features and any additional commercial terms for each type of Plan are described on the Website. You may assign Users to roles that determine the permissions that each User has in relation to workspaces, tiles, packages and other resources available on the Platform, as further described on the Website. Users’ access to and use of the Platform and the Services are subject to any additional pricing terms and other rules, guidelines, policies and legal terms published on the pricing page on our Website from time to time, and which are hereby incorporated by reference into these Terms. We may offer Enterprise Plans to legal entities (Enterprise Plan) under a separate written agreement which shall apply between us and the applicable customer instead of these Terms.

Users and login credentials. You are responsible for the acts and omissions of your Users. You must ensure that all information provided for setting up Accounts and Plans, registering and managing Users, and for billing purposes is accurate and complete. You must take measures to protect the login credentials of your Users from unauthorised use or disclosure. You shall promptly notify us upon becoming aware of any actual or suspected unauthorised access to or use of the Platform, Services or Products that is associated with your Account, your Users, or your or their login credentials.

RESTRICTIONS

You shall not (and shall not permit your Users or other third party using your Account or login credentials to) use the Platform, Services or Products in violation of the Agreement or applicable law, or otherwise misuse the Platform, Services or Products.

Notwithstanding the generality of the foregoing, You shall not: (a) attempt to decompile or reverse-engineer or otherwise reduce to human-perceivable form the Platform, Services or Products (except where applicable laws prevent such type of restriction); (b) license, sell, resell, transfer, rent, lease, distribute, exploit or otherwise make the Platform, Services or Products available for any commercial purpose; (c) use the Platform, Services or Products for any benchmarking or other form of competitive evaluation, or to build, train or test a competing platform, product or service; (d) misuse, use or remove any Tessl trademarks or other branding or proprietary notices contained in or on the Platform, Services or Products; (e) use the Platform, Services or Products to store or transmit infringing, obscene, libelous, fraudulent or otherwise toxic or unlawful material; (f) interfere with, damage or disrupt the integrity, availability or proper performance of the Platform, Products or Services including by using them to disseminate malicious code or prompts, or to conduct prompt injection attacks; (e) use the Platform, Services or Products to infringe or violate any third-party rights; (f) attempt to gain or assist third parties to gain unauthorized access to the Platform, Services or Products or to our systems or networks; (g) access, monitor, copy, scrape, crawl, index, extract or collect via automated means (e.g. bots, scrapers, spiders) the Platform or Services nor any data, content or information accessed via the same (and to the fullest extent permitted by applicable law, we reserve our rights in respect of all such data mining and web scraping); (h) incorporate our Platform, Product or Service in any product or service that is or may be a high-risk AI system as defined in the EU’s AI Act.

FEES AND PAYMENT

We may provide some Services and/or Products to you for free. If you sign up to a paid Subscription Plan then the pricing (if any), duration (Subscription Term) and other terms and conditions for such Subscription Plan as made available on our Website shall apply and are incorporated by reference into these Terms. If you purchase a Subscription Plan to which a Fee applies, then: (a) you must provide us with a valid payment method associated with your Account (Payment Method): (b) you are responsible for payment of the applicable Fees in US dollars, applicable taxes and any payment-processing or other transaction fees for that Subscription Plan; (c) you authorise us to charge your Payment Method and provide your payment information to third parties for the purpose of completing your transaction; and (d) if the Fees are specified to be recurring or usage-based, then you agree that we may periodically charge such fees and applicable taxes using the Payment Method. We reserve the right to increase or decrease the Fees for a Subscription Plan on renewal.

Renewals. Subscription Plans continue until cancelled by you, or until their termination or expiry in accordance with the Agreement. Subscription Plans will automatically renew for a successive Subscription Term of the same duration as the previous Subscription Term and for the Fees specified on the Website as applicable on the renewal date. If you cancel or terminate your Subscription Plan, then it will terminate at the end of the then current Subscription Term. You may terminate your Agreement with us by deleting your Account.

Refunds: Except as expressly provided for in these Terms or on our Websites, all Fees and payments are non-refundable (except where required by applicable law).

Taxes: All Fees and other amounts stated or referred to in the Agreement are exclusive of all taxes (including any value added tax and/or withholding taxes).

CUSTOMER CONTENT AND IPRS

Customer Content. As between you and us, you are the owner of all code, documentation, software, inputs and other materials or data that you or your Users upload to the Platform or otherwise make available to the Services or Products (Customer Content). You may use the functionality of the Platform to make available Customer Content and Outputs to other customers and users of the Platform by placing it in a public workspace on the Platform (Public Customer Content). You may use the functionality of the Platform to make Customer Content and Outputs available only to your own Users, including by placing it in a private workspace (Private Customer Content). We deem Customer Content that is not Public Customer Content to be Private Customer Content.

Outputs. The Services may generate new code, text and other content from Customer Content (Outputs). As between you and us, and to the extent permitted by applicable law, we hereby assign to you all right, title and interest in the Outputs.

Customer Content Licence. You hereby grant to us a non-exclusive, royalty-free, worldwide, transferable, sublicensable (subject to the Free Plan Content provisions below, only for the purposes of operating the Platform and providing the Services) licence to copy, modify, create derivative works of, distribute and display the Customer Content and the Outputs for the purposes of providing the Services to you and your Users. If you or your Users make any Customer Content or Output stored on a server owned or controlled by you available to the Platform, Services or Products in the course of you or your Users’ usage of the Services, then you hereby grant to us the right to access such server and Customer Content and Output.

Public Customer Content. In respect of Public Customer Content, you hereby grant: (a) to us: a non-exclusive, royalty-free, worldwide, transferable, sublicensable (only for the purposes of operating the Platform providing the Services) licence to copy, modify, create derivative works of, distribute and display Public Customer Content to other customers and users of the Platform for the purposes of providing services to them; and (b) to other customers and users of the Platform: a non-exclusive, royalty-free, worldwide, licence to copy, modify, create derivative works of, and display Public Customer Content on the Platform as permitted by the functionality of the Platform.

Public Workspace Licence. If you or your Users place Public Customer Content in a public workspace that contains notice of a licence (other than a licence in these Terms), then you agree that such Public Customer Content is subject to the terms of that licence, which may include the granting of rights to other customers and users of the Platform in respect of the Public Customer Content and derivative works thereof.

Free Plan Content. If you or your Users make available Public Customer Content in a workspace under a Free Plan (whether your own Free Plan or that of another customer of the Platform) (Free Plan Content) then you permit us to use the Free Plan Content for the purpose of improving Tessl’s Products and Services, which may include the training of AI or machine learning models and other machine learning software. You may opt-out of training in your Account settings.

Telemetry and Usage Data. We may collect telemetry and usage data in respect of your and your Users’ use of the Platform, Products and Services (Telemetry and Usage Data) as further described at Sharing Usage Data. Telemetry and Usage data does not include or comprise Customer Content.

Feedback. If you or your Users provide us with suggestions for improvement, input or other feedback (including emojis) in connection with the Service (Feedback), you hereby grant us a royalty free, fully paid up worldwide, transferable, sub-licensable, irrevocable, perpetual licence to: (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback; and (b) use and exploit the Feedback without limitation.

Customer warranty. You represent and warrant that: (a) you have all necessary and valid rights, licenses, rights, authorisations to provide Customer Content to us; and (b) such provision of Customer Content to the Platform does not infringe any third-party rights nor any applicable law. You acknowledge that due to the nature of generative artificial intelligence, Outputs may not be unique and other customers may receive similar or identical outputs when using the Platform and Services.

DATA PROTECTION

To the extent that we process the personal data (as such term is defined in the UK’s General Data Protection Regulation) of you and your Users in the course of providing the Platform, Services or Products to you, we will do so in accordance with our Privacy Policy. You acknowledge that the Platform, Product and Services are not intended to be a repository for Customer Personal Data and you shall not provide, upload or make accessible Customer Personal Data to the Platform, Services or Products, other than in respect of your Users for the purpose of registration and User and Account management. If applicable law requires you to enter into a data processing agreement with us, or as otherwise may be agreed between us in writing, then our Data Processing Addendum will apply and be incorporated into these Terms.

CONFIDENTIALITY

You or us (each a party, collectively the parties) may be given access to information that is proprietary or confidential and is either clearly labelled as such or would, by its nature, reasonably be considered to be confidential. (Confidential Information) from the other party in order to perform its obligations or exercise its rights under this Agreement. A party’s Confidential Information shall not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party’s lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party; or (f) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the to fulfil its obligations under this Agreement.

Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

This clause shall survive expiry or termination of this Agreement;

DISCLAIMER

The Platform, Services (including Tessl Materials), and Products are provided "as is" and we specifically disclaim all warranties and conditions, whether express, implied, statutory, or otherwise. We specifically disclaim all implied warranties or conditions of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties or conditions arising from course of dealing, usage, or trade practice. We make no warranty of any kind that any inputs or outputs, or any acts or omissions of coding agents or other agentic products or services, or any results or acts or omissions arising from the use thereof, including any generative AI or agentic inputs or outputs, will meet your or any other person's or entity's requirements, operate without interruption, achieve any intended result, be compatible or work with any of your or any third party's software, system, or other services, or be secure, accurate, complete, free of harmful code or text, or appropriate or error-free, or that any errors or defects can or will be corrected. You shall use your own judgment before relying on or otherwise using the outputs, agentic acts or omissions, or any results thereof, or before taking any acts, or omitting to act, as a result of such output or actions. No information or advice, whether oral or written, obtained by or through any AI product or service will create any representation or warranty. You acknowledge that, given the nature of the Platform, Products and Services and the underlying technology, Outputs may: (a) may be inaccurate and (in the case of agentic acts or omissions) make or contain mistakes; (b) may be the same as or similar to outputs that the Services generate for other customers, (c) may not qualify for intellectual property protection, (d) may be subject to third party terms, including, as applicable, open source licenses, and; (e) do not necessarily reflect, and may be inconsistent with, our views.

LIMITATION OF LIABILITY

Nothing in the Agreement will exclude or limit: (a) either party's liability for death or personal injury caused by that party's negligence; (b) either party's liability for fraud or fraudulent misrepresentation; (c) your payment obligations and liabilities or (d) any other liability that, by operation of law, cannot be limited or excluded.

Subject to the preceding clause, to the maximum extent permitted by law, neither party shall be liable to the other for any indirect, special, consequential or pure economic losses, costs, damages, charges or expenses of any kind arising out of or in connection with the Agreement (whether in warranty, contract or tort, including negligence, or product liability even if informed about the possibility thereof). We shall not be liable for your loss of revenue or profits (whether direct or indirect), loss or interruption of business, loss of contracts, loss of goodwill, loss of anticipated savings, wasted expenditure, loss of use, or loss or corruption of data. We shall have no liability for any damage or loss to your data or any errors or omissions in your Customer Content or your Outputs.

Subject to the two preceding clauses: (a) our total aggregate liability to you for all damages, losses, claims and causes of action arising out of or in connection with the performance of the Agreement, whether in contract tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, shall be limited to the Fees paid under these Terms in the 12 months preceding the date of the first act or omission that gave rise to the first liability arising; and (b) your total aggregate liability to us arising out of or in connection with the performance of the Agreement, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, shall be limited to the Fees payable under these Terms in the 12 months preceding the date of the first act or omission that gave rise to the first liability arising.

INDEMNIFICATION

You shall indemnify us against all losses, damages, liabilities, costs and expenses (including reasonable legal fees) finally awarded against or incurred by us arising out of or in connection with any third party claim that our receipt, use or processing of any Customer Content infringes any intellectual property right, provided that we give you prompt written notice of the claim.

TERM AND TERMINATION

Commencement and Duration. The Agreement commences on the date that you register for an Account. These Terms apply whilst you access and use the Platform, Products and Services. The Agreement continues until your Subscription Plan(s) terminates or expires and you delete your Account. Upon termination or expiry of the Agreement then you and your Users’ access to the Platform and Services will terminate immediately. Unless otherwise stated on our Website, you will have 30 days to retrieve your Customer Content from the Platform following the date of termination. After such time, we reserve the right to delete your Customer Content from the Platform.

Termination. We may terminate this Agreement at any time and for any reason at our sole discretion, including for cause for any breach by your or your Users of the terms and conditions of the Agreement. If we terminate for convenience we will refund you the unused portion of any Fees you have paid in advance in respect of Subscription Plans in effect at the date of such termination.

GENERAL

Entire Agreement. The Agreement sets out the entire agreement between you and us in relation to its subject matter and replaces all previous agreements, arrangements, understandings and communications relating to it. You and we each confirm that, in entering into the Agreement, neither one of us has relied on any statement, representation, assurance or warranty that is not expressly set out in it, and neither of you will have any claim in respect of any such statement, representation, assurance or warranty.

Governing Law and Jurisdiction. These Terms (including any non-contractual disputes or claims arising out of or in connection with them) are governed by and will be interpreted in accordance with the laws of England. Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales. All legal proceedings will be conducted in English.

Transfer. You may not assign, transfer, novate or otherwise dispose of any of your rights or obligations under the Agreement without our prior written consent. Any attempted assignment, transfer or novation in breach of this clause is void. We may assign, transfer or novate the Agreement without your consent.

Force Majeure. We shall not be liable to you, nor be deemed to have breached the Agreement, for any failure or delay in performing its obligations under the Agreement, if and to the extent that such failure or delay is caused by circumstances beyond our reasonable control. These circumstances include (without limitation): natural disasters (including flood, fire, drought or earthquake); epidemic or pandemic; war, civil war, armed conflict, terrorism, riots or other civil unrest; sanctions, embargoes or the breaking off of diplomatic relations; any action taken by a government or public authority, including imposing export or import restrictions or prohibitions, or failing to grant any required licence or consent; and any labour or trade dispute, strike, industrial action or lockout.

Miscellaneous. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.