Terms of Service

Agreement to these terms

These Terms of Service (the “Terms”) form a binding agreement between you and Southern Global Technologies, Inc. (“TheWriter”, “we”, “us”), and govern your access to and use of our websites, the TheWriter Retrieval API, and any related applications, documentation and support (together, the “Service”).

By creating an account, accessing the Service, or clicking to accept these Terms, you agree to be bound by them. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity.

If you do not agree to these Terms, you may not use the Service.

Definitions

• Customer Data means any content, documents, files, records or other material that you or your users connect, upload, or otherwise make available to the Service, including your knowledge base and the queries you submit.
• Output means the responses, retrieved passages, citations and other results the Service returns in answer to a query.
• Account means the account you create to access the Service.
• Order means an online sign-up, order form, or written agreement describing the plan, fees and term you have selected.
• Documentation means the technical documentation we make generally available for the Service.

The Service

The Service lets you connect unstructured sources — such as documents, wikis, tickets and files — and retrieve relevant, cited context from them programmatically, through our API or through the Model Context Protocol (MCP).

Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your subscription term, for your internal business purposes.

We may improve, modify or add features to the Service over time. We will not materially reduce the core functionality of a paid plan during a term you have already paid for without providing notice and, where the reduction is material, a pro-rated refund of prepaid unused fees.

Accounts and eligibility

You must provide accurate, current and complete information when creating an Account and keep it up to date. You are responsible for all activity that occurs under your Account and for keeping your credentials and API keys confidential.

You must be at least 18 years old, or the age of majority in your jurisdiction, and legally able to enter into a contract. The Service is not directed to children.

You must notify us promptly at [security contact email] if you become aware of any unauthorised use of your Account or API keys. We may reset credentials or suspend access where we reasonably believe an Account has been compromised.

Free trial

We may offer a free trial, currently including a limited number of retrieval queries. Trials are provided for evaluation only.

Trial access may be modified, limited or discontinued at any time. Notwithstanding anything else in these Terms, the Service is provided during a free trial “as is” and without warranty or indemnity of any kind, and our aggregate liability arising from a free trial will not exceed one hundred (100) units of the applicable currency.

If you do not enter into a paid plan at the end of a trial, we may disable your access and delete Customer Data associated with the trial in accordance with the retention practices described in our Privacy Policy.

Plans, fees and billing

Paid plans and pricing are described in your Order. Unless your Order states otherwise:

• Fees are charged in advance for the subscription period and are based on the plan and usage volume you select.
• Usage above your plan allowance is billed in arrears at the rates in your Order.
• Subscriptions renew automatically for successive periods of the same length unless either party gives notice of non-renewal before the end of the then-current period.
• Fees are non-refundable except where these Terms expressly provide otherwise or where required by law.
• We may change pricing with effect from your next renewal, on at least 30 days’ notice.

Fees are exclusive of taxes. You are responsible for all sales, use, VAT, GST and similar taxes, excluding taxes based on our net income.

If an undisputed invoice is overdue, we may charge interest at the lower of 1.5% per month or the maximum permitted by law, and may suspend the Service after giving you reasonable notice and an opportunity to cure.

Your Customer Data

You own your Customer Data. We claim no ownership of it.

You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, index, transmit, process and display Customer Data solely to the extent necessary to provide, secure, support and maintain the Service for you, and as otherwise permitted by these Terms.

You are responsible for your Customer Data, including its legality and accuracy, and you represent that you have all rights, consents and permissions necessary to provide it to us and to have it processed as contemplated by these Terms. You should not connect sources containing material you are not permitted to process, and you are responsible for configuring the access controls and permissions available in the Service.

Where we process personal data contained in Customer Data on your behalf, we do so as a processor acting on your documented instructions, as described in our Privacy Policy and any applicable data processing agreement.

Output and accuracy

As between you and us, and subject to your compliance with these Terms, you own the Output generated from your Customer Data in response to your queries.

The Service is a retrieval system, not a source of truth. Output is produced by automated means from the sources you connect. It may be incomplete, out of date, or incorrect, and it may reflect errors present in those sources. You are responsible for reviewing Output before relying on it.

You must not present Output as professional advice — including legal, medical, financial or safety advice — and you must not use the Service as the sole basis for decisions that have legal or similarly significant effects on individuals without meaningful human review.

Given the nature of retrieval, Output returned to different customers may be similar or identical where the underlying sources are similar. We make no claim of exclusivity in Output.

Acceptable use

You agree not to, and not to permit anyone else to:

• use the Service in violation of any applicable law, regulation or third-party right;
• connect or submit material you do not have the right to process, or that infringes intellectual property, privacy or publicity rights;
• upload malware, or attempt to gain unauthorised access to the Service, other customers’ data, or our systems;
• probe, scan, load-test or penetration-test the Service without our prior written consent;
• reverse engineer, decompile or attempt to derive the source code or underlying models of the Service, except to the extent this restriction is prohibited by law;
• resell, sublicense, or provide the Service to third parties as a standalone service, or use it to build a competing product;
• circumvent usage limits, rate limits or billing, or share API keys outside your organisation;
• use the Service to generate or disseminate unlawful, harassing, defamatory or deceptive content, or to conduct unlawful surveillance.

We may investigate suspected violations and may suspend or terminate access for conduct we reasonably believe violates this section or exposes us or other customers to risk.

Third-party services

The Service integrates with third-party products you choose to connect, such as document stores, wikis, ticketing systems and identity providers. Your use of those products is governed by your agreement with the relevant provider, not by these Terms.

By connecting a third-party product you authorise us to access and process data from it as needed to provide the Service. We are not responsible for third-party products, and their availability or behaviour may change in ways outside our control.

Intellectual property

We and our licensors retain all right, title and interest in and to the Service, including all software, models, interfaces, Documentation, trademarks and related intellectual property. These Terms grant you no rights other than the limited rights expressly stated.

If you send us feedback, suggestions or feature requests, you grant us a perpetual, irrevocable, royalty-free licence to use them without restriction or obligation to you.

We may use aggregated and de-identified data derived from use of the Service — data that does not identify you, your users, or any individual, and from which Customer Data cannot be reconstructed — to operate, analyse and improve the Service.

Confidentiality

Each party may disclose confidential information to the other. The receiving party will use the same degree of care it uses for its own confidential information (and no less than reasonable care), will use the disclosing party’s confidential information only to perform under these Terms, and will limit access to those who need it and are bound by comparable obligations.

These obligations do not apply to information that is or becomes public without breach, was rightfully known without a duty of confidentiality, is independently developed, or is rightfully received from a third party. A party may disclose confidential information where required by law, giving reasonable advance notice where legally permitted.

Data protection and security

We maintain technical and organisational measures designed to protect Customer Data against unauthorised access, loss, alteration and disclosure, appropriate to the risk. These include encryption of data in transit, access controls, and logging.

Our handling of personal data is described in our Privacy Policy. Where required by applicable data protection law, the parties will enter into a data processing agreement, which forms part of these Terms.

You are responsible for your own security configuration, including managing API keys, user access, and which sources you connect.

Availability and support

We aim to keep the Service available and will use commercially reasonable efforts to do so, but we do not guarantee uninterrupted availability unless a service level agreement is included in your Order.

We may perform maintenance, and will try to schedule planned maintenance to limit disruption. We may suspend the Service without notice where necessary to address a security incident, legal obligation, or a threat to the integrity of the Service.

Support is provided at the level described in your plan or Order.

Term, suspension and termination

These Terms begin when you first accept them and continue while you have an Account or an active subscription.

You may terminate at any time by cancelling your subscription and closing your Account. Termination takes effect at the end of the then-current billing period unless stated otherwise in your Order.

Either party may terminate for material breach on 30 days’ written notice if the breach is not cured within that period. We may suspend or terminate immediately for breach of the acceptable use section, non-payment after notice, or where required by law.

On termination, your right to access the Service ends. You may export your Customer Data before termination takes effect; after that, we will delete or de-identify Customer Data in accordance with our Privacy Policy, subject to legal retention requirements and routine backup cycles. Sections that by their nature should survive — including ownership, confidentiality, disclaimers, limitation of liability, indemnification and governing law — will survive.

Disclaimers

Except as expressly stated in these Terms, and to the maximum extent permitted by law, the Service is provided “as is” and “as available”, and we disclaim all warranties, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

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

Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.

Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill, or loss or corruption of data, however caused and under any theory of liability, even if advised of the possibility.

To the maximum extent permitted by law, each party’s total aggregate liability arising out of or relating to these Terms will not exceed the total fees you paid or owed for the Service in the twelve (12) months immediately preceding the event giving rise to the liability.

These limitations do not apply to: your payment obligations; either party’s indemnification obligations; your breach of the acceptable use section; or liability that cannot be limited or excluded under applicable law, such as for death or personal injury caused by negligence, or for fraud.

Indemnification

You will defend, indemnify and hold us harmless from third-party claims, damages and reasonable costs (including reasonable legal fees) arising from your Customer Data, your use of the Service in breach of these Terms, or your violation of applicable law or third-party rights.

We will defend, indemnify and hold you harmless from third-party claims alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party’s intellectual property rights. This obligation does not apply to claims arising from Customer Data, from combining the Service with anything not provided by us, or from use in breach of these Terms.

The indemnified party must promptly notify the indemnifying party, give it sole control of the defence, and provide reasonable cooperation. No settlement imposing liability on the indemnified party may be made without its consent.

Governing law and disputes

These Terms are governed by the laws of [state / country of governing law], without regard to conflict-of-laws rules.

The parties will attempt in good faith to resolve any dispute informally by contacting [legal contact email] before commencing proceedings. Any dispute that cannot be resolved informally will be subject to the exclusive jurisdiction of the courts of [state / country of governing law], and each party consents to that jurisdiction and venue.

Nothing in this section prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

Changes to these terms

We may update these Terms from time to time. If we make a material change, we will give reasonable advance notice — for example by email to your Account address or a notice in the Service — before it takes effect.

Changes take effect on the date stated in the notice. Continuing to use the Service after that date means you accept the updated Terms. If you do not accept them, you may terminate before they take effect, and we will refund any prepaid unused fees for the remainder of your term.

General

Entire agreement

These Terms, together with your Order, any data processing agreement, and the Privacy Policy, form the entire agreement between the parties on this subject and supersede all prior discussions. Pre-printed terms on a purchase order have no effect.

Assignment

Neither party may assign these Terms without the other’s consent, except that either party may assign them in full to a successor in connection with a merger, acquisition, or sale of substantially all assets, on notice.

Severability and waiver

If any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain in effect. A failure to enforce a provision is not a waiver of it.

Force majeure

Neither party is liable for a delay or failure to perform caused by events beyond its reasonable control, excluding payment obligations.

Independent contractors

The parties are independent contractors. These Terms create no partnership, agency, joint venture or employment relationship, and confer no rights on third parties.

Notices

We may give notice by email to your Account address or through the Service. You may give notice to us at [legal contact email].

Contact

Questions about these Terms can be sent to [legal contact email], or by post to:

Southern Global Technologies, Inc.
[registered address]