Terms of Service

In these Terms, the following expressions shall have the meanings assigned to them below unless the context indicates otherwise:

• “Company”, “we”, “us”, or “our” means AGILEGYPSY LABS PTY LTD, a private company registered in the Republic of South Africa (Reg No: 2026/270871/07), including its trading names and brands (among others: Kointel, KTHULHU, and Art of Zeta), each of which may publish product-specific terms that supplement these Terms.
• “User”, “you”, or “your” means the natural or juristic person who accesses or uses our website, services, or products.
• “Services” means the professional engineering services provided by AgileGypsy Labs, including AI development, custom AI solutions, Web2/3 development, cloud architecture, consulting, and any associated website features (agilegypsy.com).
• “Products” means our pre-engineered AI products (including the AI Support Agent, AI Voice Agent, Knowledge Copilot, and Lead-Gen Agent) supplied on a setup-plus-subscription basis.
• “Content” means all text, data, software, algorithms, designs, graphics, logos, trademarks, reports, and other materials made available through our services, products, or website.
• “User Data” means all data, files, and information uploaded, submitted, or generated by you through the Services or Products, including project materials and knowledge-base content.
• “Deliverables” means any outputs produced for you under a service engagement, including code, reports, reviews, technical documentation, and other materials.
• “Outputs” means any and all data, answers, classifications, summaries, recommendations, and any other information generated, produced, or displayed by a Product or automated system based on your User Data, including AI-generated content.

By accessing our website, engaging our Services, or using our Products, you agree to be bound by these Terms of Service (“Terms”) and our Privacy Policy, which is incorporated herein by reference. These Terms constitute a legally binding agreement between you and AGILEGYPSY LABS PTY LTD.

These Terms are written in plain, accessible language in compliance with the Consumer Protection Act 68 of 2008, Section 22. If you do not agree to these Terms, do not access our website or engage our services.

AgileGypsy Labs provides the following professional services and products:

• AI Development: deterministic multi-agent systems, orchestration, RAG pipelines, and MCP tool integration.
• Custom AI Solutions: bespoke AI agents, workflow automation, and systems integration built around a client's workflow.
• Web2/3 Development: full-stack and on-chain engineering, including smart-contract architecture and security-first protocol development.
• Cloud Architecture: edge-native system design, deployment, and migration on serverless infrastructure.
• Pre-Engineered AI Products: ready-made AI products deployed for your organisation on a setup-plus-subscription basis.

The specific scope, deliverables, timeline, and fees for any engagement or Product deployment are agreed in a separate service agreement, statement of work, or order confirmation, which supplements these Terms.

Your sole and absolute responsibilities:

• You are solely responsible for independently verifying every Deliverable and Output before relying on it for any purpose whatsoever.
• You are solely responsible for the accuracy and completeness of all data and materials you provide to us or ingest into a Product.
• You are solely responsible for all decisions made based on our Deliverables and Outputs, including decisions to deploy code or act on AI-generated content.
• You are solely responsible for ensuring that anything we build or review for you meets all regulatory requirements applicable to your jurisdiction and use case.
• Even if you provide complete and accurate data, Outputs may still contain errors, and you remain fully responsible for verifying every Output regardless of data quality.

Our Products and certain Services utilise automated artificial intelligence to generate Outputs such as answers, qualifications, summaries, and recommendations.

Where a Product is deployed for your organisation and processes your end-users' personal information, you act as the responsible party for that processing and we act as your operator under a data processing agreement (POPIA Section 21).

To engage our services or use a Product account, you must:

• Be at least 18 years of age, or the age of majority in your jurisdiction.
• Have the legal capacity to enter into a binding agreement.
• Provide accurate, current, and complete registration and contact information.
• Maintain the security of your account credentials and accept responsibility for all activity under your account.

In compliance with Section 44 of ECTA, if you purchase a Product subscription as a consumer through an electronic transaction, you have the right to cancel without reason or penalty within seven (7) calendar days of the date of purchase.

To cancel, email john@agilegypsy.com with your registered email and “CANCEL” in the subject line. Qualifying refunds will be processed within 14 business days.

Unless otherwise agreed in writing:

• We treat all client code, project details, technical specifications, and proprietary information shared with us as strictly confidential.
• We do not share client-specific information, findings, or Deliverables with any third party without your explicit written consent.
• Reports and case studies may be published publicly only with your explicit written consent.

You agree to use our Services and Products only for lawful purposes. You agree that you will NOT:

• Engage our services for developing, auditing, or supporting systems designed for fraud, money laundering, terrorist financing, or any illegal activity.
• Use any Product or Service to circumvent, bypass, or attack any third-party protocol, system, or infrastructure.
• Provide modified, fabricated, or intentionally inaccurate data or materials.
• Share account credentials with unauthorised third parties.
• Reverse-engineer, decompile, disassemble, or derive source code from our platforms, Products, or AI systems.
• Introduce viruses, malware, or harmful code.
• Use automated bots, scrapers, or similar technologies against our systems without prior written consent.
• Attempt to circumvent security measures, rate limits, or access controls.
• Use our Services or Products to infringe upon the intellectual property or privacy rights of any third party.

We reserve the right to refuse or terminate any engagement at our sole discretion if we have reasonable grounds to believe the services would be used for unlawful or harmful purposes.

• Your Materials and Data: You retain full ownership of all code, materials, User Data, and proprietary information you provide. You grant us a limited, non-exclusive licence to process them solely for delivering the agreed services. This licence terminates when the engagement ends or your account is deleted.
• Our Deliverables: Upon full payment of agreed fees, we assign to you the rights to Deliverables specifically created for your engagement, except for our proprietary methodologies, frameworks, tools, and background IP.
• Our Background IP: AGILEGYPSY LABS PTY LTD retains all rights, title, and interest in its platforms, Products, source code, algorithms, AI systems, methodologies, databases, designs, trademarks, and general know-how. Nothing in these Terms transfers these rights to you.
• Feedback: Any suggestions, ideas, enhancement requests, or other feedback you provide regarding our Services or Products shall become the exclusive property of AGILEGYPSY LABS PTY LTD without any obligation of compensation or attribution.
• Data Portability: You may request an export of your data before termination. Once deleted, data is purged per our Privacy Policy.

You agree to indemnify, defend, and hold harmless AGILEGYPSY LABS PTY LTD and its directors, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Your use of our Services, Products, or any Output in contravention of these Terms.
• Your failure to independently verify any Deliverable or Output before use.
• Any inaccurate, incomplete, or falsified data or materials provided by you.
• Your processing of end-user personal information through a Product deployed for you.
• Your violation of any applicable law.
• Your infringement of any third-party intellectual property, privacy, or other rights.

We do not guarantee that any Product or hosted system will be available at all times or free from interruption. Systems may be temporarily unavailable due to scheduled maintenance, unscheduled downtime, or factors beyond our control. We will use reasonable efforts to minimise disruptions but accept no liability for any loss arising from unavailability.

• By you: You may cancel a Product subscription at any time with effect from the next billing cycle, or terminate an engagement per its statement of work. Natural-person consumers on any fixed-term agreement additionally have the cancellation rights in Section 14 of the Consumer Protection Act.
• By us: We may suspend or terminate access immediately and without notice if you breach these Terms or engage in conduct harmful to us, other clients, or third parties.
• Effect: Upon termination, your right to access the relevant Product or Service ceases. Data will be handled as described in our Privacy Policy.
• Data export: You may request a copy of your data within 30 days of termination, after which data is permanently purged.

Our website, Services, and Products may contain links to, or integrate with, third-party websites and services. We provide these for convenience only. We have no control over, and accept no responsibility for, the content, privacy policies, or practices of any third-party websites or services. We recommend reviewing the privacy policy of any third-party site or service you use.

AGILEGYPSY LABS PTY LTD shall not be liable for any delay or failure in performance resulting from causes beyond our reasonable control, including but not limited to: acts of God, war, civil unrest, load shedding or infrastructure failures, cyber attacks, legislative or regulatory changes, pandemic, telecommunication failures, and failure of third-party service providers (including cloud and payment providers).

By engaging our services or providing your email address, you consent to receive electronic communications from us in accordance with ECTA Section 11. These include essential service notifications (engagement updates, billing, security alerts), and — with your separate consent — marketing communications as described in our Privacy Policy Section 15.

In the event of a dispute, the parties agree to follow this three-tier process:

1. 1.
   Informal Resolution: The parties shall first attempt to resolve the dispute informally by contacting the Information Officer within 30 days of the dispute arising.
2. 2.
   Mediation: If informal resolution fails, the parties shall submit to non-binding mediation facilitated by a mutually agreed mediator in Johannesburg, South Africa.
3. 3.
   Binding Arbitration:If mediation fails, the dispute shall be resolved by binding arbitration in Johannesburg under AFSA rules, by a single arbitrator. The language shall be English. Nothing limits either party's right to seek urgent interim relief from a court of competent jurisdiction.

Where you transact as a consumer under the Consumer Protection Act 68 of 2008, nothing in this section prevents you from referring a dispute to the National Consumer Commission, the National Consumer Tribunal, an applicable ombud, or a court as provided for in that Act.

The following provisions shall survive termination of these Terms: Section 1 (Definitions), Section 5 (Regulatory Status), Section 6 (Critical Disclaimer), Section 7 (AI Assumption of Risk), Section 12 (Confidentiality), Section 14 (IP and Data Ownership), Section 15 (Disclaimer of Warranties), Section 16 (Limitation of Liability), Section 17 (Indemnification), Section 23 (Dispute Resolution), Section 24 (Class Action Waiver), Section 27 (Aggregate Data), Section 28 (Governing Law), and Section 29 (Severability).

You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may freely assign or transfer these Terms or any of our rights hereunder in connection with a merger, acquisition, corporate restructuring, or sale of all or substantially all of our assets, without your consent, provided that the assignee agrees to be bound by these Terms.

We may collect, use, publish, and share aggregated, anonymised, and de-identified data derived from your use of our Services and Products for purposes including analytics, service improvement, research, industry benchmarking, and marketing. Such data will be processed in a manner that does not identify you personally and will not be subject to the restrictions in these Terms or our Privacy Policy applicable to personal information.

These Terms are governed by and construed in accordance with the laws of the Republic of South Africa. Subject to the dispute resolution clause (Section 23), you submit to the non-exclusive jurisdiction of the High Court of South Africa (Gauteng Division, Johannesburg) for all matters arising from or in connection with these Terms.

If any provision of these Terms is found by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remaining provisions shall continue in full force and effect.

These Terms, together with our Privacy Policy and any specific service agreement or statement of work, constitute the entire agreement between you and AGILEGYPSY LABS PTY LTD and supersede all prior or contemporaneous communications, proposals, and agreements, whether electronic, oral, or written.

No failure or delay by us to exercise any right or remedy shall operate as a waiver of that right or remedy.

• We will provide at least 30 days' advance notice of material changes via email and/or website notification.
• The Effective Date and Version number at the top will be updated.
• If you disagree, you may terminate your subscription or engagement before the new Terms take effect.
• Continued use constitutes acceptance of the updated Terms.