Terms of Service.

1. Agreement to terms

These Terms of Service ("Terms") form a legal agreement between you ("Client", "you") and Logitelia ("Logitelia", "we", "us") governing your use of the Logitelia website at logitelia.com and any subscription services you obtain from us. By using this website or subscribing to any of our services, you agree to be bound by these Terms. If you do not agree, do not use the services.

2. Definitions

• Services: the AI agents teams Logitelia offers — Research, Growth, Ops, Dev, Books, and Studio — as described on the services page and any other deliverables documented in your order form or order confirmation.
• Subscription: a recurring agreement under which you receive a defined scope of Services in exchange for a periodic fee.
• Order form: the written or electronic document confirming your subscribed tier, the fees, the start date, and any custom terms.
• Client data: data, content, or materials you provide to us or that we generate on your behalf as part of delivering the Services.
• Deliverable: an artifact produced under the Services (a report, a draft, a reconciled period, a code change, etc.).

3. The Services

Logitelia delivers managed AI agents teams under a senior human operator. The specific scope, weekly cadence, deliverables, and tier are defined in your order form. The published descriptions on the services page are illustrative; the order form is the controlling document for what we deliver.

We may improve, enhance, or modify the Services from time to time. Material changes that reduce the scope you subscribed to require your consent or, at our option, a corresponding fee adjustment.

4. Eligibility and account

You represent that you are at least 18 years old, have the authority to enter into these Terms on behalf of your organisation, and that the information you provide to us is accurate. If we issue you access credentials to our client portal, you are responsible for keeping them confidential and for all activity that occurs under your account.

5. Subscription, fees, and billing

Subscription fees are stated in the order form and on the services page in Euro. Fees are charged monthly in advance, on the anniversary of your subscription start date, unless your order form specifies a different billing period.

Subscriptions auto-renew on the same terms at the end of each billing cycle unless cancelled in writing at least 7 days before renewal. We may adjust pricing for renewal periods on 30 days' written notice; if you do not accept the new price, you may cancel before the next renewal.

Fees do not include taxes, duties, or similar charges, which are your responsibility unless we are required by law to collect them. We invoice in Euro by default; other currencies may be available with an FX adjustment.

Payments are due within 14 days of invoice unless otherwise agreed. We may suspend the Services for accounts more than 30 days overdue.

6. Cancellation and refunds

You may cancel your subscription at any time by written notice to info@logitelia.com, with at least 30 days' notice. Cancellation takes effect at the end of the then-current billing period.

We do not offer pro-rata refunds for partial periods, except where required by applicable consumer protection law for natural-person clients in the European Union.

If we materially breach these Terms and fail to cure the breach within 30 days of written notice from you, you may terminate immediately and we will refund any prepaid fees for periods after the termination date.

7. Acceptable use

You agree not to use the Services to:

• violate any applicable law or regulation;
• infringe the intellectual property, privacy, or other rights of any third party;
• send spam, phishing, or other unsolicited bulk communications;
• distribute malware or attempt to interfere with the Services;
• circumvent rate limits, security controls, or access mechanisms;
• generate content that is unlawful, harmful, defamatory, or designed to deceive;
• process special-category personal data (health, biometric, etc.) without a documented lawful basis and our written approval;
• train AI models on outputs of the Services where this would violate the terms of our underlying LLM providers.

We may suspend or terminate access for any account that violates these acceptable use rules. For severe violations we may act without prior notice.

8. Intellectual property

Your data. You retain all rights, title, and interest in Client data. You grant us a limited, non-exclusive licence to use Client data solely to deliver the Services and improve our internal systems in non-identifiable, aggregated form. We do not train third-party models on your data; LLM providers we use operate under no-training agreements at the API tier.

Deliverables. Upon full payment, you receive ownership of the deliverables we produce specifically for you, except for Logitelia's underlying tools, processes, prompts, and templates which we retain.

Logitelia property. Our website, software, methodologies, brand, and pre-existing materials remain our exclusive property. Nothing in these Terms transfers ownership of these to you.

Feedback. If you provide suggestions or feedback about the Services, we may use it without obligation or compensation.

9. Confidentiality

Each party agrees to keep the other's non-public business information confidential and use it only to perform under these Terms. Confidentiality obligations survive termination for a period of three years, or longer where required by law.

Confidential information does not include information that is or becomes publicly available without breach, was known before disclosure, is independently developed, or is required to be disclosed by law or court order (with reasonable advance notice where practical).

10. Data protection

Our processing of personal data is governed by our Privacy Policy and, for client engagements, by a Data Processing Agreement (DPA) signed between you and Logitelia. The DPA addresses GDPR-required topics including data residency, sub-processors, security measures, breach notification, and rights of data subjects.

By default we host client data in the European Union and use LLM providers under no-training agreements. Specific posture for your engagement is documented in your DPA.

11. Service levels

We commit to deliver the scope and cadence set out in your order form. Where an SLA is specified, we will meet it; where not specified, our standard practice is:

• response to operational queries within seven business days (Monday-Friday, 09:00-18:00 CET);
• service availability of the client portal at 99% calculated monthly, excluding scheduled maintenance;
• delivery of weekly artifacts within their stated cadence, with the exception of unforeseen events outside our reasonable control.

Remedies for SLA misses are documented in the order form. In the absence of a specific remedy, persistent material SLA failures constitute material breach.

12. Warranties and disclaimers

We warrant that we will perform the Services with reasonable skill and care, consistent with industry standards for managed AI services. Beyond this warranty, the Services are provided "as is" and we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that the Services will be uninterrupted, error-free, or that AI-generated outputs will be perfectly accurate. You are responsible for reviewing deliverables before relying on them for material decisions; our operator review is a quality gate, not a substitute for your own judgement.

13. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits, lost revenue, or lost data, regardless of the legal theory.

Our total liability under these Terms in any 12-month period is limited to the fees you paid us in the preceding 12 months. This limitation does not apply to liability that cannot be excluded under applicable law, gross negligence, wilful misconduct, fraud, breach of confidentiality, or indemnification obligations.

14. Indemnification

You agree to indemnify and hold harmless Logitelia from third-party claims arising from your breach of these Terms, your Client data, or your use of the deliverables in ways prohibited under these Terms.

We agree to indemnify and hold harmless the Client from third-party claims that the Services as delivered by Logitelia infringe a third party's intellectual property rights, subject to the limitations of liability set out above.

15. Term and termination

These Terms remain in force for the duration of your subscription. Termination provisions are in section 6 above.

On termination, your access to the Services ends, but Sections 8 (Intellectual property), 9 (Confidentiality), 12 (Disclaimers), 13 (Limitation of liability), 14 (Indemnification), 16 (Governing law), and any other provisions which by their nature should survive will survive.

16. Governing law and disputes

These Terms are governed by the laws of Ukraine, without regard to its conflict-of-laws principles. Any dispute arising from or relating to these Terms will be resolved exclusively in the competent courts of Kyiv, Ukraine, unless mandatory consumer protection law in your jurisdiction provides otherwise.

The parties will attempt to resolve disputes in good faith through direct negotiation for at least 30 days before initiating legal proceedings, except where urgent relief is required.

17. Changes to these Terms

We may update these Terms from time to time. Material changes will be notified to subscribers by email at least 30 days before they take effect. Continued use of the Services after the effective date constitutes acceptance. If you do not agree, your remedy is to cancel before the effective date.

18. Miscellaneous

• Entire agreement. These Terms, together with the order form and any DPA, constitute the entire agreement between the parties on the subject matter and supersede prior agreements.
• Assignment. Neither party may assign these Terms without the other party's consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
• Severability. If any provision is found unenforceable, the remainder of the Terms remains in effect.
• No waiver. Failure to enforce a provision does not waive the right to enforce it later.
• Notices. Written notices to Logitelia should be sent to legal@logitelia.com with a copy to info@logitelia.com.
• Force majeure. Neither party is liable for failure to perform caused by events outside its reasonable control.

19. Contact

For commercial questions: info@logitelia.com. For legal notices: legal@logitelia.com.