This Service Agreement ("Agreement") is entered into between DG Studios LLC ("Company", "we", "us", "our"), operating the ctrlroom.ai platform, and the individual or entity engaging our services ("Client", "you", "your").
Subject to the terms of this Agreement and the applicable pricing plan, the Service includes:
The Service does not include:
AI-generated outputs are produced by automated systems and may contain errors, inaccuracies, or omissions. The Company makes no guarantees regarding the accuracy, reliability, or fitness for purpose of any AI-generated content. The Client is solely responsible for reviewing and approving all outputs before use.
The Setup Fee is due in full before work begins on Agent configuration. No work will commence until the Setup Fee has been received.
The Monthly Fee is due on the first (1st) day of each calendar month for that month's service. The first Monthly Fee is pro-rated from the date of Agent deployment to the end of that calendar month.
If your Agent's API usage exceeds the included monthly allowance, overages will be calculated at cost plus a reasonable margin and billed on the following month's invoice. Budget caps may be configured upon request to prevent unexpected overages.
All invoices are due within fourteen (14) days of the invoice date. Payments may be made by bank transfer or other methods agreed upon in writing.
Overdue amounts accrue interest at a rate of 1.5% per month (or the maximum permitted by applicable law, whichever is lower) from the due date until paid in full. The Company reserves the right to suspend the Service for any account with payment overdue by more than thirty (30) days.
This Agreement commences on the date of acceptance and continues on a month-to-month basis unless terminated in accordance with this section.
Either party may terminate this Agreement by providing thirty (30) days' written notice to the other party via email. Notice is effective from the date of delivery.
Either party may terminate this Agreement immediately upon written notice if the other party commits a material breach and fails to remedy such breach within fourteen (14) days of receiving written notice of the breach.
Upon termination:
The Company's total aggregate liability under this Agreement shall not exceed the total fees paid by the Client in the three (3) months immediately preceding the event giving rise to the claim.
In no event shall the Company be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill, regardless of the cause of action or theory of liability.
The Company shall not be liable for any damages, losses, or claims arising from errors, inaccuracies, or omissions in AI-generated outputs. The Client acknowledges that AI systems operate probabilistically and are not infallible.
The Service is provided "as is" and "as available" without warranties of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Without limiting the foregoing:
The Client agrees to:
The Company retains all rights, title, and interest in and to the ctrlroom.ai platform, Agent infrastructure, workflow templates, proprietary methodologies, and all related intellectual property. Nothing in this Agreement grants the Client any rights to the Company's intellectual property beyond the right to use the Service during the term.
The Client retains all rights, title, and interest in and to their business data, content, and materials provided to the Company for use with the Service. AI-generated content produced specifically for the Client (e.g., drafted emails, reports, documents) is owned by the Client upon creation.
The Company will handle Client data in accordance with the following principles and our Privacy Policy:
The Client shall not use the Service to:
Violation of this Acceptable Use policy constitutes a material breach and may result in immediate termination of the Service.
The Client shall indemnify, defend, and hold harmless the Company, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:
This Agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa, without regard to its conflict of law provisions.
Any dispute arising out of or in connection with this Agreement shall first be submitted to mediation in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA). If the dispute is not resolved through mediation within thirty (30) days, either party may submit the dispute to binding arbitration under AFSA rules. The seat of arbitration shall be Cape Town, South Africa.
For any matters not subject to arbitration, the parties submit to the exclusive jurisdiction of the courts of the Western Cape Division of the High Court of South Africa, seated in Cape Town.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
No amendment to or modification of this Agreement shall be effective unless it is in writing and signed by both parties. The Company may update these terms with thirty (30) days' written notice to the Client. Continued use of the Service after such notice constitutes acceptance of the updated terms.
For questions about these terms, to provide notice under this Agreement, or for any other enquiries:
DG Studios LLC
Email: daniel@greavescapital.co
Website: ctrlroom.ai