SpAItial Terms of Service

Updated: 20 October 2026

PLEASE READ CAREFULLY BEFORE ACCESSING SPAITIAL SERVICES

1. Overview

These Terms of Service ("Terms") govern the access to and use of SpAItial's spatial foundation models and services made available through its websites at https://www.spaitial.ai/, https://app.spaitial.ai/, https://developers.spaitial.ai/ and https://docs.spaitial.ai/, and related applications (the "Services"). SpAItial is based in Europe and provides Services globally, including to users in the United States, subject to applicable law. These Terms are a legally binding agreement between SpAItial Ltd, a company incorporated in England with the company number 15994344 and registered office address 1-2 Paris Garden, London SE1 8ND ("SpAItial") and the entity or person agreeing to these Terms (the "User"). By indicating acceptance of these Terms or accessing or using the Services, the User is accepting all of the terms and conditions of these Terms. If the User does not agree to these Terms, the User may not use the Services. If the User is accepting these Terms on behalf of an organisation, the User represents that: (i) it agrees, on behalf of that organisation, to these Terms; and (ii) it has full legal authority to bind that organisation to these Terms. In such circumstance, references to "the User" in these Terms will mean both the User as an individual and its organisation. These Terms take effect from the earlier of (a) when the User clicks to accept them; or (b) the User's initial access to any of the Services through any online provisioning, registration or order process ("Effective Date").

2. Definitions

In these Terms, the following expressions have the meanings set out below: "Authorised Users" means the individual employees, contractors, or other personnel whom a User entity permits to access the Service pursuant to these Terms; "Beta Features" means specific features, models, model versions or other functionality that SpAItial clearly identifies as beta, preview, early access or experimental before the User accesses them; "Beta Access" means access to those Beta Features; "Business Day" means any day other than a Saturday, Sunday, or bank holiday in England and Wales. "Confidential Information" means any non-public information disclosed by one party (the "Discloser") to the other party (the "Recipient") in connection with these Terms or the Services, whether disclosed orally, in writing, electronically, or by any other means, and whether or not marked as confidential, including, without limitation, the Underlying Model and all aspects of SpAItial IP; "Generated Content" means any 3D world, 3D asset, output, result, or other content generated by the Services as a result of processing User Input; "SpAItial IP" means the Services, the Underlying Model, all software, algorithms, model weights, training data, system architecture, technical documentation, performance benchmarks, interfaces, and all other technology, content, and materials made available by SpAItial in connection with the Services, and all intellectual property rights subsisting therein, but excludes User Input and Generated Content as such; the inclusion of any pre-existing SpAItial technology in Generated Content does not transfer ownership of that technology; "Underlying Model" means the proprietary spatial foundation artificial intelligence model, including all associated algorithms, model weights, architecture, and training methodology, developed and owned by SpAItial and used to provide the Services; "User Input" means any data, images, files, prompts, text, or other content submitted by or on behalf of the User to the Services. "Force Majeure Event" means an event beyond the reasonable control of the affected party that prevents or delays performance of its obligations under these Terms.

3. Changes to these Terms

3.1 SpAItial may make changes to these Terms from time to time as follows:

(a) SpAItial will use reasonable efforts to provide the User with advance reasonable notice of any materially adverse changes by sending an email to the address associated with the User's account, posting a notice on the Services or by other means.

(b) Changes will take effect immediately if required by applicable law, reasonably necessary to protect the security of the Services, or if they do not materially adversely affect the User's rights or obligations. An update or upgrade to the Services, or an economic or technical burden, does not by itself permit a materially adverse change to take effect immediately.

(c) Other material changes will take effect no earlier than 30 days after SpAItial publishes the revised Terms and notifies affected Users. Any longer notice required by applicable law will apply.

3.2 Nothing in these Terms limits SpAItial's ability to make changes required by applicable law or to address a material security risk. Treatment of permissions already acquired for Generated Content is governed by clause 6.6. Accrued payment obligations and mandatory rights under applicable law are unaffected.

4. Access to the Services

4.1 Grant of access. Subject to the User's compliance with these Terms, SpAItial grants the User a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the term of these Terms to generate and use Generated Content for the purposes permitted under clause 6, subject to the applicable plan's access and usage limits.

4.2 Access to Beta Features. SpAItial may offer the User access to Beta Features for evaluation and testing. Beta Features may contain errors, change substantially or not progress to general availability. Any applicable charges or additional participation conditions will be disclosed before the User enables or accesses the relevant Beta Feature.

These beta provisions apply only to the identified Beta Features. They do not apply to generally available Services merely because the User participates in a beta programme, uses a free trial or has a paid subscription that includes access to Beta Features.

SpAItial may modify, suspend or discontinue Beta Features. This does not, by itself, terminate or reduce the User's rights to separately purchased, generally available Services. Any changes affecting paid commitments remain subject to the applicable subscription terms and mandatory rights under law.

Special beta confidentiality obligations apply only where the relevant programme is expressly identified as confidential before participation. In that case, the User must keep non-public information about the programme, including its non-public existence, nature and features, confidential in accordance with clause 12. These obligations remain subject to the permitted uses of Generated Content under clause 6.

Ownership and permitted use of Generated Content, including commercial-use permissions, remain governed by clause 6.

4.3 Account registration. The User must create an account to use the Services. The User is responsible for the information it provides to create an account as well as the security of its password. The User is also responsible for all activity associated with its account. SpAItial relies on the information the User provides to be accurate, complete and up to date. The Services are intended for use only by individuals who are at least eighteen (18) years of age. By accessing or using the Services, the User represents and warrants that it is at least eighteen (18) years old. If the User is accepting these Terms on behalf of an organisation, the User represents and warrants that no Authorised User is under the age of eighteen (18). SpAItial reserves the right to request proof of age at any time and to suspend or terminate access to the Services if it reasonably believes that the User or any Authorised User is under eighteen (18) years of age.

4.4 Authorised Users. Where the User is a business entity, the User may permit Authorised Users to access the Services, provided that (a) the number of Authorised Users does not exceed any limit specified by SpAItial; (b) the User ensures that each Authorised User complies with these Terms; and (c) the User is liable for any breach of these Terms by an Authorised User.

5. User Inputs

5.1 The User hereby grants to SpAItial a worldwide, irrevocable, perpetual, royalty-free, sublicensable licence to access, retain, copy, store, process, use, adapt, modify, analyse, and otherwise exploit User Input for the purposes set out in clause 7. The User is solely responsible for the development, content, accuracy, legality, and appropriateness of all User Input. SpAItial has no obligation to pre-screen, monitor, review, or edit any User Input and accepts no responsibility or liability for the content of any User Input.

5.2 The User warrants that: It is the owner of all intellectual property rights in User Input, or has obtained all necessary licences, consents, clearances, and permissions from the relevant rights holders to grant the licence in clause 5.1 and to permit SpAItial to use User Input in the manner described in these Terms; User Input does not and will not infringe any third party's intellectual property rights, privacy rights, data protection rights, or any other legal rights; User Input does not and will not contain any material that is unlawful, defamatory, obscene, or otherwise objectionable; where User Input contains personal data, the User has all necessary legal bases under applicable data protection law to share such personal data with SpAItial for the purposes described in these Terms; and User Input does not contain any malicious code, viruses, or other harmful components.

5.3 The User shall indemnify, defend, and hold harmless SpAItial and its officers, directors, employees, and agents against any claims, losses, damages, costs (including reasonable legal fees), and liabilities arising out of or in connection with any breach of the warranties in clause 5.2 or any allegation that any User Input infringes any third party right.

6. Generated Content: ownership and permitted use

6.1 Ownership. As between the User and SpAItial, and to the extent permitted by applicable law, the User owns all intellectual property rights in Generated Content, subject to the restrictions and licences in these Terms. To the extent permitted by applicable law, SpAItial assigns to the User all rights, title and interest in Generated Content that would otherwise vest in SpAItial. Ownership of Generated Content does not remove the contractual restrictions on its use in this clause 6.

6.2 Meaning of Commercial Use. "Commercial Use" means using Generated Content for commercial advantage or monetary compensation, including selling or licensing assets, incorporating content into commercial products or services, delivering work to clients, advertising or promoting a business, or using content in business operations. Internal testing solely to evaluate the Services before adopting them does not constitute Commercial Use.

6.3 Free and Normal plans. Unless permitted under clauses 6.4 or 6.5, or expressly agreed by SpAItial in writing, the User may use Generated Content only for personal, non-commercial purposes, non-commercial research, or internal evaluation of the Services. A paid Normal subscription, or the purchase of additional credits, does not by itself grant permission for Commercial Use.

6.4 Pro commercial-use permission. A "Qualifying Pro Period" is a period of a Pro subscription for which SpAItial has received the applicable subscription payment. A free trial is not a Qualifying Pro Period, but carries the temporary commercial-use permission set out below.

The User may use Generated Content generated through Echo-2 or Echo-3 under its account during a Qualifying Pro Period for Commercial Use worldwide, without additional royalties payable to SpAItial. This permission applies whether the generation uses included subscription credits, a free credit allowance or separately purchased credits.

Permitted Commercial Use includes copying, modifying, publishing, displaying, distributing, selling and licensing Generated Content, as standalone assets, as part of products or services, or as deliverables for clients. The User may transfer or license its rights in such content to clients and other recipients. This does not grant those recipients access to the Services or rights in the Underlying Model.

During an active Pro free trial, the User has the same commercial-use permission for Generated Content generated through Echo-2 or Echo-3 under its account during that trial, regardless of the credit source used, subject to the following conditions. This permission is temporary. It ends immediately when the User submits cancellation of the Pro subscription during the trial, or when the trial ends without successful conversion to a paid Pro subscription, whichever occurs first. Closing the account during the trial also ends this temporary permission. If the trial successfully converts to paid Pro and SpAItial receives the applicable payment, the commercial-use permission for those trial outputs becomes permanent under clause 6.6.

When temporary trial permission ends, the User must stop continuing and new Commercial Use of the affected content unless it has acquired a separate permission for that use under these Terms or a written agreement with SpAItial. Earlier acts permitted while the trial permission was active do not retrospectively become a breach. Use must also stop when the trial permission ends, unless permanent or separate permission has been acquired. The User must notify those recipients when the temporary permission ends and must not grant unconditional or permanent commercial rights on the strength of the trial alone. This does not require reversal of completed acts that were permitted while the trial permission was active.

Starting a free trial does not convert outputs generated before that trial and does not use up the one-time historical conversion in clause 6.5. Expiry or cancellation of temporary trial permission does not remove any permission already acquired through a Qualifying Pro Period, an earlier version of these Terms or a separate written agreement with SpAItial.

6.5 First Pro upgrade. When the User first enters a Qualifying Pro Period, the permission in clause 6.4 also applies to all Generated Content previously generated through Echo-2 or Echo-3 under the same account. This is a one-time conversion. Later renewals or resubscriptions do not automatically convert content generated outside a Qualifying Pro Period.

Permission for previously generated content begins when that first Qualifying Pro Period starts; it does not retrospectively authorise earlier prohibited use.

6.6 Continuing rights. Permanent commercial-use permission acquired for outputs generated during a Qualifying Pro Period, for trial outputs on successful conversion to paid Pro under clause 6.4, or through the historical conversion in clause 6.5 continues indefinitely after cancellation, downgrade, expiry of the subscription, or closure of the account, and permits both continued and new Commercial Use of that content. Later changes to these Terms or the subscription offering do not retrospectively withdraw that permission. A genuine refund, including one required by applicable law, does not revoke those permanent permissions or undo the one-time historical conversion. If the subscription ends following a refund, no new permissions arise for outputs generated after that paid access ends. SpAItial retains its remedies for fraud, abuse and breach of these Terms.

Expiry of credits does not affect permission already acquired for Generated Content. Temporary trial permissions end as specified in clause 6.4 and are not made permanent by this clause 6.6. Content generated after a Qualifying Pro Period ends does not acquire commercial-use permission merely because the User pays for that generation using credits purchased during that period.

The restrictions applicable to that content continue to apply. Nothing in this clause prevents SpAItial from seeking remedies for their breach. Nothing in these Terms authorises use prohibited by applicable law.

6.7 Restrictions applying to all plans. The User must not:

(a) use Generated Content to train, develop, or assist in developing an artificial intelligence or machine learning model that competes with the Services or the Underlying Model, without SpAItial's prior written consent;

(b) use Generated Content to extract or reverse engineer the Underlying Model, or disclose SpAItial's confidential technical information; or

(c) use Generated Content unlawfully or in a manner that infringes third-party rights.

Ordinary publication, distribution, sale or licensing of Generated Content as permitted by this clause does not, by itself, breach paragraph (b) or the confidentiality provisions of these Terms.

The User must not authorise clients or other recipients to undertake the activities prohibited by this clause and must include equivalent restrictions in any agreement through which it sells, transfers or licenses Generated Content.

6.8 Attribution and transparency. The User must not remove or obscure proprietary notices or attribution requirements applied by SpAItial to Generated Content, except that content permitted for Commercial Use under clauses 6.4 or 6.5 does not require SpAItial branding or attribution. This exception does not permit removal of third-party proprietary notices. The User remains responsible for complying with applicable transparency, labelling and disclosure obligations and must not remove notices or provenance information whose retention is required by law.

6.9 Licence to SpAItial. The User grants SpAItial a worldwide, irrevocable, perpetual, royalty-free, sublicensable licence to access, retain, copy, store, process, analyse and use Generated Content for the purposes set out in clause 7. Commercial-use permission does not alter the data-use and training provisions of clause 7.

6.10 Output limitations. SpAItial does not warrant that Generated Content is accurate, complete, fit for a particular purpose, unique, protected by intellectual property rights, or free from third-party rights. Commercial-use permission concerns SpAItial's contractual restrictions and does not grant rights belonging to third parties. The User is responsible for assessing suitability, obtaining necessary third-party permissions and complying with applicable law.

6.11 Existing content and separate agreements. The introduction of these provisions does not retrospectively restrict rights the User acquired under an earlier version of these Terms. Where a separate written agreement with SpAItial expressly provides different permissions for Generated Content, that agreement prevails to the extent of the conflict.

6.12 Pre-existing SpAItial materials. To the extent that Generated Content incorporates pre-existing SpAItial materials and permission to use those materials is necessary to exercise the rights permitted by this clause, SpAItial grants the User a worldwide, royalty-free, non-exclusive licence to use those materials solely as incorporated in that Generated Content, for the same permitted purposes and duration. The User may pass on that permission as necessary for a permitted transfer or licence of the Generated Content. This does not grant rights to access, extract, use independently or distribute the Underlying Model, model weights, source code or other underlying technology.

7. Data Use and Training

7.1 The User acknowledges and agrees that SpAItial may collect, retain, and use User Input, prompts, account data, usage data, and Generated Content (together "Platform Data") for the following purposes: operating, monitoring, supporting, and providing the Services; detecting and preventing misuse, fraud, or violations of these Terms; analysing usage patterns to improve the performance and functionality of the Services; developing new features, capabilities, and products; and training, fine-tuning, evaluating, and improving the Underlying Model or any successor or derivative model developed by SpAItial.

7.2 SpAItial may also use aggregated and anonymised data derived from Platform Data for analytical, research, benchmarking, and commercial purposes, provided that such aggregated and anonymised data does not identify or permit the identification of any individual User or third party.

7.3 Beta Feedback. SpAItial may require the User, as a disclosed condition of participation in a specified beta programme, to provide suggestions, bug reports and evaluation feedback specifically concerning the relevant Beta Features ("Beta Feedback"). Any Beta Feedback provided by the User shall be owned exclusively by SpAItial, and the User hereby assigns (with full title guarantee) to SpAItial all intellectual property rights in that Beta Feedback. The User waives any moral rights in Beta Feedback to the fullest extent permitted by applicable law.

This assignment applies only to the feedback itself. It does not transfer ownership of the User's underlying uploads, scans, other User Input or Generated Content merely because they are submitted with or discussed in Beta Feedback. Those materials remain governed by clauses 5, 6 and 7.1–7.2, as applicable. Feedback about generally available Services remains governed by clause 9.3.

8. Intellectual Property

All rights in SpAItial IP are and shall remain the exclusive property of SpAItial and nothing in these Terms transfers or licences to the User any right, title, or interest in SpAItial IP, save for the express rights granted under clauses 4.1 and 6.12. Ownership and permitted use of Generated Content are governed by clause 6. The User acknowledges that it acquires no ownership rights whatsoever in the Services, the Underlying Model, or any other element of SpAItial IP by virtue of these Terms or its use of the Services.

9. User Obligations and Restrictions

9.1 The User must: comply with these Terms and any other policies or rules that SpAItial otherwise notifies the User as being applicable to the Services, including SpAItial's Privacy Policy, Cookie Policy and Security page; use all necessary efforts to prevent any unauthorised access to and/or use of the Services; keep its password and username, as well as the device it uses to access the Services, safe and secure; notify SpAItial promptly if it suspects that an unauthorised third party is accessing the Services, or otherwise has access to its account; and comply with any reasonable requests and instructions SpAItial gives in connection with the Services.

9.2 The User must not: copy, reproduce, modify, create derivative works of, disassemble, decompile, translate, reverse engineer, crawl or scrape, or otherwise attempt to extract any or all of the source code of the Services or reduce any part of the Services to human-perceivable form; use the Services in a way that: infringes any applicable law; causes SpAItial to infringe applicable law; and/or infringes any person's rights, including intellectual property rights; sell, resell, sublicense, transfer or otherwise provide third-party access to the Services, except as expressly authorised by SpAItial or permitted for Authorised Users under clause 4.4 (this does not restrict use or distribution of Generated Content permitted under clause 6); access or use the Services to develop, train, or assist in the development of any artificial intelligence or machine learning model that competes with the Service or the Underlying Model; access and use the Services to transmit, store, or process personal data, except as expressly provided by these Terms, SpAItial's Privacy Policy and Cookie Policy; attempt to circumvent, disable, or interfere with any security, access control, or usage limitation feature of the Services; access the Services by any means other than by SpAItial's currently available interface; or interfere with or disrupt the access to and/or functionality of the Services (including by any user, a host, or network), such as by overloading or spamming the Services in such a manner so as to create an undue load on the Services, or attempt to do so.

9.3 Feedback licence. Except for Beta Feedback governed by clause 7.3, if the User provides any suggestions, feedback, or recommendations regarding the Services, the User grants SpAItial a perpetual, irrevocable, royalty-free, worldwide licence to use, incorporate, and exploit such feedback for any purpose, without any obligation of compensation or attribution.

10. Acceptable Use

10.1 The User shall not use the Services: in any manner that violates any applicable law or regulation; to generate content that is unlawful, defamatory, obscene, threatening, harassing, discriminatory, or otherwise harmful; to infringe the intellectual property, privacy, or other rights of any third party; to transmit any unsolicited commercial communications or spam; to interfere with, damage, or disrupt the Service or any systems or networks connected thereto; or in any way that could be harmful to SpAItial's reputation or interests.

10.2 The User's use and distribution of Generated Content are governed by clause 6.

10.3 SpAItial reserves the right to suspend or terminate the User's access to the Services immediately and without liability if SpAItial reasonably believes that the User, or an Authorised User, is in breach of clause 10.1 or any other provision of these Terms.

11. Data Protection and Security

11.1 Data protection. Under data protection legislation, SpAItial is required to provide the User with certain information about SpAItial, how SpAItial processes the personal data of those individuals who use the Services, for what purposes and those individuals' rights in relation to their personal data and how to exercise them. SpAItial will access, use, and otherwise process personal data in accordance with its Privacy Policy. Use of cookies and similar technologies on SpAItial's websites is described in its Cookie Policy.

11.2 Security. SpAItial maintains technical and organisational measures designed to protect the Services and User data, as described on the Security page. SpAItial will not materially reduce those measures during the term of these Terms. The User is responsible for protecting its account credentials, API keys, and Authorised User access, and for notifying SpAItial promptly of suspected unauthorised access. Security vulnerabilities may be reported to security@spaitial.ai, as described on the Security page.

12. Confidentiality

12.1 Subject to clause 6, the Recipient shall: (a) hold all Confidential Information in strict confidence using no less than the same degree of care it uses to protect its own confidential information of a similar nature, and in any event no less than a reasonable standard of care; (b) use Confidential Information solely for the purposes of exercising its rights or fulfilling its obligations in accordance with these Terms; (c) except as expressly permitted by these Terms, not disclose or permit access to Confidential Information to any third party without the prior written consent of the Discloser, except to its employees, contractors, or advisors who have a genuine need to know such information and who are bound by confidentiality obligations no less protective than those set out in this clause 12; and (d) safeguard the Confidential Information from unauthorised use, access or disclosure using at least the degree of care it uses to protect its own sensitive information and in no event less than a reasonable degree of care.

12.2 If the Recipient is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by applicable law, the Recipient shall promptly, and prior to such disclosure, notify the Discloser in writing of such requirement. The Recipient shall disclose only that portion of the Confidential Information that the Recipient is legally required to disclose.

12.3 Confidential Information does not include information that the Recipient can demonstrate by written or other documentary records: was rightfully known to the Recipient without restriction on use or disclosure prior to such information being disclosed or made available to the Recipient in connection with these Terms; was or becomes generally known by the public through no act or omission of the Recipient or its employees, contractors, or advisors; was or is received by the Recipient on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or was or is independently developed by the Recipient without reference to or use of any Confidential Information.

12.4 The parties acknowledge that damages may not be an adequate remedy for a breach of this clause 12 or the confidentiality undertakings entered into by their employees, contractors, or advisors pursuant to clause 12.1(c). Each party shall be entitled to seek any legal or equitable relief, including without limitation injunctive relief or specific performance, upon the breach (or reasonably anticipated breach) of any part of this clause 12 or of the confidentiality undertakings which the Recipient is required to obtain for the purposes of disclosure pursuant to this clause 12.

13. Disclaimer of Warranties

13.1 General service limitations. Except as expressly agreed in these Terms or a separate written agreement, SpAItial does not guarantee that the Services will operate without interruption or errors or meet every requirement of the User. The limitations concerning Generated Content are set out in clause 6.10. Nothing in this clause excludes or reduces SpAItial's express commitments under these Terms or any rights, obligations or remedies that cannot lawfully be excluded or limited, including the rights preserved by clause 19.9.

13.2 Beta Feature limitations. Beta Features are provided for evaluation and testing and may contain material errors, inaccuracies or instabilities. Except as expressly agreed, SpAItial does not promise that a Beta Feature will operate uninterrupted, produce accurate or reliable results, meet the User's particular requirements or become generally available. These limitations apply only to the identified Beta Features and do not alter the terms applicable to generally available Services, separately purchased paid commitments or the User's mandatory rights under applicable law.

14. Limits on Liability

14.1 Nothing in these Terms shall limit or exclude either party's liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by applicable law.

14.2 Subject to clause 14.1: SpAItial shall have no liability to the User whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: loss of anticipated savings and/or wasted expenditure, loss or corruption of data, loss of goodwill or loss of reputation (in each case whether direct or indirect); or any indirect or consequential loss; and SpAItial's total, aggregate liability to the User, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms shall not exceed the greater of: £100 (one hundred pounds sterling); or the total fees paid by the User in the twelve (12) months immediately preceding the claim.

15. Term and Termination

These Terms commence on the Effective Date and shall continue until terminated in accordance with this clause 15. The User may terminate these Terms at any time by deleting its account and ceasing all use of the Services. SpAItial may terminate these Terms (or suspend the User's access to the Services) immediately on written notice if: the User commits a material breach of these Terms and, if such breach is capable of remedy, fails to remedy it within 14 days of written notice requiring it to do so; the User becomes insolvent, enters administration, liquidation, receivership, or any analogous process in any jurisdiction; SpAItial reasonably determines that its provision of the Services to the User is prohibited by applicable law; or SpAItial decides to discontinue the Services, provided that SpAItial shall use reasonable endeavours to give the User reasonable prior notice where practicable. Cancellation of subscription renewal is governed by clause 20.2 and does not require account deletion. Output permissions following termination are governed by clause 6.

16. Effect of Termination

On termination or expiry of these Terms: all rights to access the Services granted to the User shall cease immediately; the User shall promptly cease use of the Service and destroy or delete any Confidential Information of SpAItial in its possession or control (save as required by applicable law); and the following clauses shall survive and continue in full force and effect: clause 5 (User Inputs), clause 6 (Generated Content), clause 7 (Data Use and Training), clause 8 (Intellectual Property), clause 9.3 (Feedback Licence), clause 12 (Confidentiality), clause 13 (Disclaimer of Warranties), clause 14 (Limits on Liability), clause 16 (Effect of Termination), and clause 19.5 (Governing Law and Jurisdiction), clause 19.9 (Mandatory Rights), and clause 20 to the extent necessary to give effect to accrued payment obligations, cancellation, refunds and unexpired credit balances. The cessation of access does not require the User to cease uses of Generated Content permitted under clause 6. Deletion obligations concerning Confidential Information do not require deletion of Generated Content or embedded materials that the User remains entitled to use under clause 6.

17. Force Majeure

Neither party shall be in breach of these Terms or liable for any delay in performing, or failure to perform, any of its obligations under these Terms to the extent that such delay or failure results from a Force Majeure Event. The affected party shall: promptly notify the other party in writing upon becoming aware of a Force Majeure Event, specifying the nature and likely duration of the event; use reasonable endeavours to mitigate the effect of the Force Majeure Event and to resume performance of its affected obligations as soon as reasonably practicable; and keep the other party informed of progress. If a Force Majeure Event continues for a period exceeding 60 consecutive days, either party may terminate these Terms on 14 days' written notice to the other, without liability to the other party save in respect of any payment obligations that accrued prior to the Force Majeure Event.

18. Notices

Any notice given under or in connection with these Terms shall be in writing and shall be delivered by: email to the address notified by the relevant party; or prepaid first-class post or a recognised next-day courier service, to the address of the relevant party as notified at the time of account registration or as subsequently updated by written notice in accordance with this clause. A notice shall be deemed to have been received: (i) if sent by email, at the time of transmission, provided that no automated delivery failure notification is received by the sender; or (ii) if sent by post or courier, at 9.00am on the second Business Day after the date of posting or dispatch.

19. General

19.1 Entire agreement. These Terms contain the entire agreement between the parties with respect to the User's access to the Services, set out the only conduct relied on by the parties, and supersede all earlier conduct and prior agreements, representations and understandings between the parties in connection with the Services.

19.2 Third parties. Nothing in these Terms is intended to confer a benefit on anyone other than the User and SpAItial.

19.3 No agency. Nothing in these Terms or arising out of the relationship established under these Terms will constitute the User as SpAItial's agent or grant the User any authority to make any commitments on SpAItial's behalf or will create any trust, joint venture or commercial partnership between the parties.

19.4 No waiver. No exercise or failure to exercise or delay in exercising any right or remedy by SpAItial will constitute a waiver by SpAItial of that or any other right or remedy available to it.

19.5 Governing law and jurisdiction. These Terms, their subject matter and their formation are governed by English law. The parties agree that the courts of England and Wales will have exclusive jurisdiction in any dispute.

19.6 Severability. If any provision of these Terms or their application to the User or to any circumstance is or becomes invalid or unenforceable to any extent, the remainder of these Terms and their application will not be affected and will remain enforceable to the greatest extent permitted by applicable law.

19.7 Transfer. SpAItial may transfer its rights and obligations under these Terms to another organisation, but this will not affect the User's rights or obligations under these Terms.

19.8 Rights cumulative. Rights under these terms are cumulative and are not exclusive of any other rights and remedies available to SpAItial.

19.9 Mandatory rights. Nothing in these Terms excludes or limits rights or remedies that cannot lawfully be excluded or limited. If the User is a consumer, any mandatory consumer protections, including applicable rights relating to cancellation, refunds, service quality and jurisdiction, continue to apply.

20. Subscriptions and Credits

20.1 Plan information and payment. The price, currency, billing frequency, applicable taxes, included credits and usage charges for each subscription are disclosed before purchase. Any trial, promotional price, subsequent standard price and commitment period will also be disclosed before purchase. The User must pay the fees for the plan and additional credits it orders using an accepted payment method.

20.2 Renewal and cancellation. Subscriptions renew automatically for successive monthly or annual billing periods, as selected by the User and disclosed at checkout, unless cancelled before the next renewal. The User may cancel renewal through the account's subscription-management facility or, where purchased through an app store, through that store's subscription-management facility. Cancellation of renewal takes effect at the end of the current paid period; paid access continues until then and account deletion is not required. Any statutory right to cancel earlier or receive a refund is unaffected. Commercial-use permissions are governed exclusively by clause 6.

20.3 Free credits. When a User opens an account on a plan that includes the free allowance, SpAItial provides an initial balance of 800 free credits. On each monthly anniversary of account creation, SpAItial replenishes the separate free credit balance to 800 credits. For example, a remaining free balance of 300 receives 500 credits; a balance of 800 receives no additional credits. Unused free credits do not accumulate in addition to the next monthly allowance. There is no daily replenishment or separate sign-up bonus. This replenishment does not reduce or replace purchased credits or included paid-subscription credits.

20.4 Subscription credits. Included paid-subscription credits are allocated at the start of each monthly allocation period and expire at its end, without rollover. Allocation periods begin on the paid subscription's start date and its monthly anniversaries. Annual subscriptions also allocate credits monthly rather than as one annual balance. Allocation dates are displayed in the User's account. If an anniversary date does not occur in a particular month, the allocation occurs on that month's last day; the original anniversary date remains the reference for later months.

20.5 Purchased top-up credits. Separately purchased top-up credits do not expire and remain available until used. This applies to purchases through the website, the Apple App Store and any other purchase channel. Cancellation or downgrade of a subscription does not by itself expire those credits early. Their use remains subject to the User retaining an account and access to the relevant Services. Unused top-up credits that have not yet expired when this clause takes effect also do not expire. Top-up credits that expired before then are not restored.

20.6 Echo-3 usage charges. Echo-3 processing costs 300 credits per minute of actual scan footage, rounded up to the nearest whole credit, subject to a minimum charge of 900 credits per scan. The charge is the greater of 900 credits and the scan duration in seconds multiplied by five, rounded up to the next whole credit. For example, a 190-second scan costs 950 credits. The minimum charge applies even where the scan is shorter than three minutes. Charges are displayed before the User submits the scan for processing. Applicable Echo-2 usage charges are shown in the Services before generation.

20.7 Relationship to output rights. The purchase, availability or expiry of credits does not itself determine commercial-use permission. Ownership and permitted use of Generated Content are governed exclusively by clause 6 and any applicable separate written agreement with SpAItial.

20.8 Failed payments and mandatory rights. SpAItial may suspend paid subscription features if a payment due is not received, after notifying the User. Treatment of Generated Content is governed by clause 6. Nothing in this clause limits statutory cancellation or refund rights. Any consent or acknowledgement required by law for supply during a cancellation period will be obtained separately at checkout.

20.9 Pro free trial. The Pro free trial lasts one calendar month from activation. Its end date, the subsequent subscription price and the selected billing period are shown before activation. Unless the User cancels before the trial ends, the subscription converts to the selected paid plan and the disclosed subscription fee becomes payable. The User can cancel through the subscription-management facility described in clause 20.2. Output permissions during and after the trial, including the effect of cancellation and successful payment, are governed exclusively by clauses 6.3 to 6.6.

20.10 Credit spending order and free reset dates. Credits eligible for a particular generation are deducted in order of earliest expiry. Where expiry dates match, free credits are deducted first, then subscription credits, then purchased credits. Credits that do not expire are deducted after credits that expire. For this purpose, the next monthly free-allowance reset date is treated as the expiry of the current free allowance. If an account-creation anniversary does not occur in a particular month, the free reset occurs on that month's last day; the original anniversary date remains the reference for later months.

20.11 Failed processing. If a generation or scan-processing task fails to deliver a usable output, SpAItial will automatically restore the credits charged for that task to the balances from which they were deducted. A successfully delivered output that does not meet the User's subjective preferences does not, by itself, entitle the User to automatic credit restoration. This does not limit remedies available under applicable law.

20.12 Refunds. Except where required by applicable law or expressly agreed by SpAItial, subscription fees and purchases of top-up credits are non-refundable. Cancellation does not entitle the User to a cash refund for unused subscription time or unused credits, including under an annual plan. SpAItial may make discretionary exceptions for mistaken purchases, unused accidental renewals or service problems; these exceptions do not create a general entitlement to a refund. Statutory cancellation and refund rights remain unaffected.

Where a subscription payment is refunded in full and the subscription is ended, future paid access and unused credits included with that refunded subscription cease. A refund for purchased top-up credits removes the corresponding unused credits. Partial refunds and corrections do not by themselves cancel the subscription unless this is agreed with the User or required by law. Refunds for purchases through an app store must follow that store's applicable process, without limiting rights under applicable law. The effect of a refund on permissions already acquired for Generated Content is governed by clause 6.6.