Terms of Service

Effective Date: February 5, 2026
Version: 1.0
Last Updated: February 17, 2026

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you”, “your”, “User”) and Codaran Ltd (“Codaran”, “we”, “us”, “our”), a company registered in England and Wales (Company Number: 17014338), with its registered office at 128, City Road, London, EC1V 2NX, United Kingdom, governing your access to and use of the VoxDev platform and related services (the “Service”).

By creating an account, accessing, or using the Service, you confirm that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and our Cookie Policy. If you do not agree to these Terms, you must not use the Service.

All correspondence should be sent to legal@voxdev.tech. Postal correspondence may also be sent to our registered office address above.

1. Account Terms

1.1. You must be at least 18 years of age, or the legal age of majority in your jurisdiction (whichever is higher), to create an account and use the Service.

1.2. You must provide accurate, complete, and current registration information and keep it updated at all times. Failure to do so constitutes a breach of these Terms.

1.3. You are solely responsible for maintaining the security and confidentiality of your account credentials, including passwords, authentication tokens, and API keys.

1.4. You are responsible for all activity that occurs under your account, whether or not authorised by you. This includes actions taken by AI agents operating on your behalf.

1.5. You must notify us immediately at support@voxdev.tech upon becoming aware of any unauthorised use of your account or any other breach of security.

1.6. One person or legal entity per account unless expressly authorised in writing by Codaran.

2. Service Description and AI Disclaimers

2.1. Service Description

VoxDev is an AI-powered software development assistant. The Service provides:

Real-time speech-to-text transcription of meetings;
AI-powered analysis of meeting conversations using third-party AI models;
Automated extraction of software requirements, specifications, and documentation from discussions;
AI-generated system architecture documentation;
A multi-agent AI system where autonomous AI agents collaborate, delegate tasks, and make decisions about code analysis and modifications;
Codebase access via an optional client application (“Client Software”) installed on your machine that allows AI agents to read, analyse, and modify files in your configured project directories;
AI-generated assessments including clarifying questions, completeness evaluations, and priority estimates;
Real-time collaborative editing and session management.

The Service uses third-party AI model providers to generate outputs. The specific providers used may change over time. A current list of AI providers is available on our Sub-Processor List.

The Service is under active development. Features, capabilities, supported providers, and the user interface may change, be added, or be removed at any time. We will provide notice of material changes that affect your rights or obligations under these Terms.

All AI-generated content, including but not limited to transcriptions, extracted requirements, code suggestions, architecture documentation, assessments, and agent communications, are collectively referred to as “AI Outputs”.

2.2. AI Output Disclaimers

YOU ACKNOWLEDGE AND AGREE THAT:

AI Outputs are generated automatically by machine learning technology and may contain errors, inaccuracies, omissions, hallucinations, or misleading information.
AI Outputs do NOT constitute professional advice of any kind, including but not limited to legal, medical, financial, engineering, architectural, safety, security, or compliance advice. You must not rely on AI Outputs as a substitute for professional judgement or consultation with qualified professionals.
AI Outputs may be similar or identical to outputs provided to other users. No exclusive rights to any AI Outputs are granted.
AI models have known limitations including: inability to verify factual accuracy, potential for bias from training data, difficulty with nuance and context, tendency to generate plausible-sounding but incorrect information (“hallucinations”), and inability to understand the full context of your specific situation.
You are SOLELY responsible for evaluating, verifying, and bearing all risks associated with the use of any AI Outputs, including any reliance on their accuracy, completeness, usefulness, or fitness for any particular purpose.
AI-generated transcriptions may contain errors, miss spoken words, misattribute speakers, or fail to capture non-verbal communication. Speaker identification may incorrectly attribute statements to the wrong person. You must not treat AI transcriptions as verbatim records or official minutes without independent verification.
Requirements, specifications, and documentation extracted by AI may be incomplete, incorrectly categorised, factually wrong, or may not accurately reflect what was discussed. Assessments such as priority ratings, complexity estimates, and completeness scores are AI-generated approximations, not authoritative assessments. Human review is essential before acting on them.
The AI system may make autonomous decisions including which files to analyse, what code to suggest, and how to coordinate tasks. These decisions may be incorrect, suboptimal, or harmful. AI operations may compound errors across multiple steps.
Architecture documentation generated by the Service is AI-inferred and may not accurately represent your actual system architecture. Do not make infrastructure, security, or deployment decisions based solely on AI-generated documentation.
The Service uses third-party AI providers. The specific providers may change over time. We do not control and are not responsible for the behaviour, outputs, availability, training data, biases, or policies of third-party AI models. Providers may change their models, policies, or availability without notice.
AI processing involves sending your data (including meeting transcriptions, code files, and project context) to third-party AI providers for processing. While we contractually restrict these providers from training on your data, we cannot independently verify or guarantee their compliance.

2.3. No Professional Relationship

Use of the Service does not create any professional relationship (attorney-client, doctor-patient, adviser-client, engineer-client, or otherwise) between you and Codaran. Nothing in the Service should be construed as professional advice. AI-generated technical specifications, architecture documentation, and code suggestions are not engineering certifications or professional assessments.

2.4. No Training Commitment

WE DO NOT USE YOUR CONTENT, CODE, MEETING RECORDINGS, OR DATA TO TRAIN OUR OWN AI MODELS. WE CONTRACTUALLY RESTRICT THIRD-PARTY AI PROVIDERS FROM TRAINING ON YOUR DATA, THOUGH WE CANNOT INDEPENDENTLY AUDIT OR GUARANTEE THEIR COMPLIANCE.

3. User Responsibilities

You are solely responsible for:

3.1. Meeting Recording and Transcription

Obtaining all necessary consents and permissions from ALL meeting participants before recording, transcribing, or processing any meeting using the Service. This includes ensuring that every participant is aware that: (1) the meeting is being recorded; (2) their voice will be processed for speaker identification purposes; (3) their statements will be analysed by AI; and (4) their data will be sent to third-party AI providers for processing.
Complying with all applicable laws regarding recording conversations in your jurisdiction, including but not limited to wiretapping and eavesdropping laws, data protection laws, employment laws, and trade secret or confidentiality laws. Some jurisdictions criminalise recording without consent.
Ensuring that your use of the Service does not violate any contractual obligations you may have to third parties, including confidentiality agreements, non-disclosure agreements, client contracts, or employment agreements. If your meetings involve client-confidential, legally privileged, or classified information, YOU are responsible for determining whether AI processing is permissible.

3.2. AI Outputs and Decisions

Reviewing, verifying, and approving ALL AI Outputs before relying on them, sharing them with third parties, or making any business, technical, or architectural decisions based on them.
Understanding that all AI-generated assessments (priority ratings, complexity estimates, completeness scores, etc.) are automated approximations and must not be treated as authoritative assessments.

3.3. Codebase and Data

Maintaining appropriate backups of your codebase and any data you consider important BEFORE connecting your codebase to the Service or allowing AI agents to make file modifications. You acknowledge that AI agents may write incorrect code, introduce bugs, create security vulnerabilities, overwrite files, or cause data loss.
Reviewing and testing ALL code changes suggested or made by AI agents before deploying them to any environment, including staging and production. You must maintain appropriate version control (such as git) and testing procedures.
Ensuring that project paths configured for codebase access do not expose sensitive files, credentials, proprietary third-party code, or data that you do not have the right to share with third-party AI providers. While the Service excludes certain sensitive file patterns by default, this exclusion may not be exhaustive for your specific needs.

3.4. Sensitive Data

Not using the Service to process sensitive categories of personal data (health, religious beliefs, political opinions, sexual orientation, trade union membership, biometric data for identification) unless you have established an appropriate lawful basis and additional safeguards under applicable data protection law.
Not discussing or inputting into meetings any information subject to legal professional privilege, medical confidentiality, financial regulatory restrictions, or government classification unless you have independently verified that AI processing of such information is lawful and appropriate.

3.5. General

Ensuring that all content you input into the Service does not infringe any third party's intellectual property rights or other legal rights.
Complying with all applicable export controls and sanctions laws.
Not sharing your account credentials or authentication tokens with unauthorised persons. You are responsible for ALL activity under your account, including actions taken by AI agents on your behalf.
Configuring appropriate organisational settings to match your risk tolerance and budget. The Service provides configuration options but the responsibility for setting appropriate limits rests solely with you.

4. Codebase Access and Client Software

4.1. Client Software

The Service includes optional client software (“Client Software”) that you may install on your machine to enable AI agent access to your codebase. By installing and using the Client Software, you acknowledge and agree that:

The Client Software runs as a background process on your machine and maintains a connection to the VoxDev service.
The Client Software operates with the file system permissions of the user account running it. You are solely responsible for ensuring it is run under an appropriately permissioned account.
The Client Software uses an authentication token tied to your organisation. You are responsible for securing this token and revoking it immediately if compromised.

4.2. Codebase Access

When you configure project paths for AI agent access, you acknowledge and agree:

AI agents may autonomously read, search, analyse, write, and edit files within your configured project paths. Agents decide which files to access and what changes to make without per-operation approval (unless you enable approval features where available).
AI agents may coordinate and delegate tasks between themselves, creating chains of autonomous decisions about your codebase.
AI agents operate iteratively. Errors may compound across multiple steps.
File contents from your configured project paths are transmitted to third-party AI providers for processing. We contractually restrict providers from training on your data but cannot independently guarantee compliance.
You are SOLELY responsible for reviewing and testing ALL code changes made by AI agents before deploying to any environment. AI-generated code may contain errors, security vulnerabilities, bugs, or compatibility issues.
We are not responsible for any damage, data loss, system outage, security breach, or other harm resulting from code changes made by AI agents.
You must maintain appropriate version control, backups, and testing procedures. We strongly recommend committing your work before allowing AI agents to make modifications.
Certain sensitive file patterns are excluded from AI access by default, but this exclusion may not be exhaustive. YOU are responsible for verifying and configuring adequate exclusions for your needs.
Code is not permanently stored beyond session retention periods as described in our Privacy Policy.

4.3. AI Agent Behaviour — Unpredictability and Risk

AI AGENTS ARE POWERED BY THIRD-PARTY LARGE LANGUAGE MODELS WHOSE BEHAVIOUR IS INHERENTLY UNPREDICTABLE. YOU ACKNOWLEDGE AND AGREE THAT:

AI agents may interpret instructions in unintended ways, take actions beyond what was requested, or fail to respect configured boundaries and restrictions. Agents are highly capable and may creatively work around limitations in pursuit of their understood objective.
AI agents may mistakenly or through flawed reasoning overwrite, delete, corrupt, or otherwise damage files, including files critical to the operation of your software, infrastructure, or business. This includes but is not limited to: configuration files, database schemas, authentication credentials, environment files, deployment scripts, and production code.
No safety measure, file exclusion pattern, security control, or access restriction is guaranteed to prevent all unintended AI agent behaviour. Safety measures reduce risk but cannot eliminate it. AI agents may find unexpected ways to access, modify, or transmit data that was intended to be excluded.
AI agents may introduce security vulnerabilities, backdoors, dependency vulnerabilities, data exposure, authentication bypasses, or other exploitable weaknesses into your codebase — whether through incorrect code generation, misunderstanding of security context, or flawed reasoning about your system's security architecture.
AI agents may produce code or make changes that appear correct on initial inspection but contain subtle logical errors, race conditions, data corruption risks, or other defects that only manifest in specific conditions, under load, or in production environments.
The behaviour of AI agents may change without notice as underlying AI models are updated or replaced by their providers. An agent that behaved predictably in one session may behave differently in the next.
WE PROVIDE NO WARRANTY WHATSOEVER REGARDING AI AGENT BEHAVIOUR, INCLUDING BUT NOT LIMITED TO ANY WARRANTY THAT AGENTS WILL: ACT WITHIN CONFIGURED BOUNDARIES, RESPECT FILE EXCLUSIONS, FOLLOW INSTRUCTIONS ACCURATELY, AVOID DESTRUCTIVE ACTIONS, PRODUCE SECURE CODE, OR BEHAVE CONSISTENTLY ACROSS SESSIONS.

YOU USE AI AGENT CODEBASE ACCESS ENTIRELY AT YOUR OWN RISK. CODARAN LTD ACCEPTS NO LIABILITY FOR ANY DAMAGE, LOSS, OR HARM CAUSED BY AI AGENT ACTIONS ON YOUR FILES, SYSTEMS, OR INFRASTRUCTURE, REGARDLESS OF WHETHER SUCH DAMAGE RESULTS FROM AGENT ERROR, UNPREDICTABLE BEHAVIOUR, CIRCUMVENTION OF SAFETY MEASURES, OR ANY OTHER CAUSE.

4.4. Auto-Execution Features

IF YOU ENABLE FEATURES THAT AUTOMATICALLY EXECUTE CODE, SCRIPTS, OR COMMANDS WITHOUT MANUAL REVIEW (“AUTO-EXECUTION FEATURES”), YOU ACKNOWLEDGE AND ASSUME ALL RISKS ASSOCIATED WITH SUCH EXECUTION, INCLUDING WITHOUT LIMITATION SYSTEM OUTAGES, DATA LOSS, SECURITY VULNERABILITIES, UNINTENDED MODIFICATIONS, AND DEPLOYMENT OF UNTESTED CODE. YOU ARE SOLELY RESPONSIBLE FOR ANY IMPACT RESULTING FROM USE OF AUTO-EXECUTION FEATURES.

5. Intellectual Property

5.1. Your Content. You retain all rights in and to any content, code, data, and materials you input into the Service (“Your Content”). By using the Service, you grant Codaran a limited, non-exclusive, worldwide, royalty-free licence to use, process, transmit, and store Your Content solely as necessary to provide the Service to you and as described in our Privacy Policy.

5.2. AI Outputs. AI Outputs are generated by third-party AI models. Ownership and rights in AI Outputs may be subject to the terms of the AI providers. To the extent Codaran has any rights in AI Outputs generated for you, we assign those rights to you, provided that: (a) AI Outputs are provided “as is” without warranty; (b) similar outputs may be generated for other users; and (c) you are responsible for ensuring your use of AI Outputs does not infringe third-party rights.

5.3. Our Service. The Service, including its design, features, software, algorithms, and documentation (excluding Your Content and AI Outputs), is and remains the exclusive property of Codaran Ltd. Nothing in these Terms grants you any right to use our trademarks, logos, or brand features.

6. Payment Terms

6.1. Subscription and Billing

The Service is offered via subscription plans as described on our pricing page.
Plans may include base allocations and usage-based components.
Fees are billed as specified at the time of purchase, in the currency stated.
Subscription fees are billed in advance at the start of each billing period.
Usage-based charges are billed based on actual usage as measured by our systems.
You are responsible for all applicable taxes.
Disputed charges must be reported within 60 days.

6.2. Billing Cycle

All subscriptions run from the 1st to the last day of the calendar month. A user subscribing mid-month pays a prorated amount for the remaining days and receives a prorated share of credits. On the 1st of the following month, the full monthly price applies.

6.3. Credits

Credits expire at the end of the billing month. On the 1st of each month, every organisation's credit balance resets. No usage is permitted without an active, paid subscription. There is no grace period, no trial, and no free tier.

6.4. Price Changes

We may change prices with at least 30 days' advance notice. Continued use after the effective date constitutes acceptance. You may cancel before the new price takes effect.

6.5. Failed Payments

Failed payments result in immediate suspension of Service features. Your credit balance will be reduced to zero and AI features will be unavailable until payment succeeds. Suspension for non-payment does not relieve you of your payment obligations.

6.6. Cancellation

Cancellation requires 31 days' notice. When you cancel, the subscription continues until the end of the next full billing period. For example, if you cancel on February 15th, you will be charged for March and your subscription ends on March 31st. If you cancel on March 1st, you will be charged for April and your subscription ends on April 30th. You retain full access until the subscription actually ends.

6.7. Refunds

No refunds are provided for partial billing periods, unused subscription time, prepaid credits, or usage-based charges, except where required by applicable law. Contact support@voxdev.tech for statutory refund requests.

6.8. Promotional Credits

Referral credits, promotional credits, and similar offers are promotional, have no cash value, and may be modified or discontinued at any time. Abuse of promotional programmes will result in forfeiture of credits and potential account suspension.

6.9. Usage Metering and Anti-Circumvention

The Service tracks usage (including but not limited to AI processing credits, API calls, meeting minutes, and agent operations) for billing and quota enforcement purposes. You acknowledge that accurate usage metering is essential to the operation of the Service and the fairness of its pricing.

YOU MUST NOT CIRCUMVENT, TAMPER WITH, DISABLE, INTERFERE WITH, OR ATTEMPT TO BYPASS ANY USAGE TRACKING, METERING, QUOTA ENFORCEMENT, RATE LIMITING, CREDIT DEDUCTION, OR BILLING MECHANISM OF THE SERVICE. THIS INCLUDES BUT IS NOT LIMITED TO:

Modifying, reverse-engineering, or tampering with any client software, API calls, or network requests to avoid or underreport usage;
Exploiting bugs, errors, or vulnerabilities in the Service to consume resources without corresponding credit deductions;
Using multiple accounts, authentication tokens, or organisational structures to circumvent per-account or per-organisation usage limits;
Manipulating AI agent behaviour, session parameters, or request patterns to avoid triggering metered usage;
Intercepting, replaying, or forging API responses to bypass quota checks or credit balance enforcement;
Knowingly exploiting any pricing, billing, or metering error without promptly reporting it to us.

IF WE DETERMINE, IN OUR REASONABLE DISCRETION, THAT YOU HAVE INTENTIONALLY CIRCUMVENTED USAGE TRACKING OR METERING TO CONSUME MORE OF THE SERVICE THAN YOU ARE ENTITLED TO UNDER YOUR SUBSCRIPTION PLAN, WE RESERVE THE RIGHT TO:

Retroactively charge you for all usage that was consumed but not properly metered or billed, calculated at the applicable rate for your subscription plan or, if no rate applies, at our standard on-demand rates;
Charge an anti-circumvention surcharge of up to 200% of the value of the circumvented usage, in addition to the base charges for that usage, to reflect the investigation, enforcement, and remediation costs incurred by us;
Immediately suspend or terminate your account and all associated organisational accounts without prior notice and without liability to you;
Forfeit all remaining credits and promotional balances on your account;
Pursue legal action to recover all amounts owed, plus reasonable legal fees and costs, to the extent permitted by applicable law.

You agree that our usage tracking systems and logs constitute reasonable evidence of your actual usage. If you believe our metering is inaccurate, you must notify us in writing at support@voxdev.tech within 30 days of the relevant billing period. We will investigate in good faith and correct any verified errors.

6.10. EU/UK Right of Withdrawal

If you are a consumer in the EU or UK, you have a right to withdraw from a digital content purchase within 14 days, UNLESS you have expressly consented to the performance of the service beginning before the withdrawal period ends and acknowledged that you lose your right of withdrawal upon full performance. By clicking “Start Subscription” (or equivalent), you expressly consent to immediate performance and acknowledge loss of your right of withdrawal once the service is fully performed.

7. Acceptable Use Policy

This section constitutes the Acceptable Use Policy (“AUP”) for the Service. Violations of this AUP may result in enforcement actions as described in Section 7.4.

7.1. Prohibited Uses

You MUST NOT use the Service to:

Illegal Activity

Infringe copyrights, trademarks, or other intellectual property;
Violate personal privacy rights or right of publicity;
Create, distribute, or possess child sexual abuse material (CSAM);
Commit fraud, phishing, scamming, or spamming;
Engage in unauthorised access, hacking, doxing, stalking, or espionage;
Violate export controls, sanctions, or anti-money laundering laws;
Operate in regulated industries (healthcare, finance, legal) without appropriate compliance.

Harmful Content

Generate content promoting violence, terrorism, self-harm, or suicide;
Develop weapons, biological weapons, chemical weapons, explosives, or weapons of mass destruction;
Engage in targeted harassment, bullying, or intimidation;
Generate deepfakes, impersonation content, or deliberate misinformation;
Process or generate CSAM or content sexualising minors.

Platform Abuse

Circumvent AI safety guardrails, rate limits, usage quotas, or security controls;
Use AI Outputs to train competing AI models without our written authorisation;
Reverse engineer, decompile, or extract proprietary components of the Service;
Access other users' data, sessions, organisations, or accounts;
Conduct prompt injection attacks, jailbreaking, or attempts to manipulate AI agent behaviour through specially crafted inputs or file contents;
Attempt to extract internal configuration or proprietary information through manipulation of AI interactions;
Resell, redistribute, or provide Service access to third parties without authorisation;
Exceed published rate limits or usage quotas, or circumvent usage tracking, metering, or enforcement mechanisms (see Section 6.9 for financial consequences);
Use automated means (bots, scrapers, scripts) to access the Service in ways that exceed normal interactive use;
Create multiple accounts to circumvent billing, abuse referral programmes, or evade suspensions;
Modify, tamper with, or reverse-engineer any VoxDev software;
Use the Service to mine, extract, or systematically download data or AI Outputs in bulk.

Codebase-Specific Prohibitions

Configure AI agent access to codebases you do not own or have authorisation to process with third-party AI providers;
Use AI agents to analyse, copy, or extract code from repositories in violation of their licences or your access agreements;
Deliberately feed malicious, obfuscated, or weaponised code to AI agents with the intent of generating harmful outputs;
Configure project paths that expose other users' data, system files, or infrastructure credentials to AI processing;
Attempt to use AI agents to access or modify files outside your configured project paths.

Recording-Specific Prohibitions

Record meetings without the consent of all participants where required by law;
Process recordings containing sensitive personal data without appropriate legal basis;
Use the Service for covert surveillance, employee monitoring, or tracking without proper authorisation and disclosure;
Share or distribute meeting recordings, transcriptions, or AI-extracted content without participant consent;
Use the Service to record legal proceedings, medical consultations, or privileged communications without all parties' explicit consent and legal counsel approval.

7.2. Required Disclosures

You MUST:

Disclose to all meeting participants that AI recording and transcription is active;
Not represent AI-generated outputs as human-created work when publishing;
Comply with all applicable consent and disclosure requirements in your jurisdiction.

7.3. Content Standards

You must not input, upload, or generate through the Service any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable.

7.4. Enforcement

Violations may result in:

Warning and content removal;
Temporary suspension of access;
Permanent termination of account;
Reporting to relevant authorities (including law enforcement for illegal activity);
Preservation of evidence for legal proceedings.

We are not required to provide advance warning, explanation, or appeal process for enforcement actions, though we may choose to do so at our discretion.

8. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY.

WE DO NOT WARRANT THAT:

The Service will be uninterrupted, timely, secure, or error-free;
AI Outputs will be accurate, complete, reliable, or fit for any purpose;
Transcriptions will be verbatim, correctly attributed, or error-free;
Speaker identification will correctly identify speakers;
Requirements or documentation extracted by AI will be complete, correctly categorised, or accurately reflect what was discussed;
AI-generated assessments or estimates will be accurate;
Code suggested or written by AI agents will be functional, secure, or free from bugs, vulnerabilities, or compatibility issues;
Architecture documentation will accurately represent your actual infrastructure;
AI agents will correctly understand your codebase, project context, or intent;
AI agent decisions or coordination will be appropriate or optimal;
Sensitive file exclusions will cover all sensitive patterns in your project;
AI agents will act within configured boundaries, respect file exclusions, or remain within their intended scope of operation;
Safety measures, access controls, or restrictions will prevent all unintended or destructive AI agent behaviour;
AI agents will behave consistently, predictably, or safely across different sessions, projects, or contexts;
The Service will meet your specific requirements;
Any errors in the Service will be corrected;
The Service will be compatible with any other software or systems;
Third-party providers will maintain consistent behaviour or availability.

8.1. Beta and Free Services

WE SHALL HAVE NO LIABILITY WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES, FREE TIERS, OR TRIAL PERIODS. USE AT YOUR OWN RISK. BETA SERVICES ARE PROVIDED “AS-IS” WITHOUT WARRANTY, SUPPORT, MAINTENANCE, OR STORAGE GUARANTEES OF ANY KIND. WE MAY DISCONTINUE THEM AT ANY TIME WITHOUT NOTICE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(A) IN NO EVENT SHALL CODARAN LTD (“CODARAN”), ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

Loss of profits, revenue, data, business, goodwill, or anticipated savings;
Business interruption or loss of business opportunity;
Cost of substitute services or procurement of substitute goods;
Damages arising from reliance on AI Outputs;
Damages arising from AI-generated code, including bugs, security vulnerabilities, data loss, or system outages;
Damages arising from AI agent autonomous decisions or actions;
Damages arising from AI agents circumventing, bypassing, or failing to respect configured restrictions, safety measures, file exclusions, or access controls;
Damages arising from AI agents deleting, overwriting, corrupting, or otherwise modifying files beyond the scope of what was intended or requested;
Damages arising from unauthorised access to or alteration of your data;
Damages arising from errors in transcription, speaker attribution, or requirement extraction;
Damages arising from AI agent file operations on your machine;
Damages arising from third-party provider failures, changes, or breaches;
Damages arising from the transmission of your data to third-party providers during normal Service operation;
Damages arising from failure to obtain meeting recording consent;
Damages arising from Service unavailability, including loss of in-progress work;

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (I) THE TOTAL AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED US DOLLARS (US$100).

9.1. Exceptions to Limitation

Nothing in these Terms excludes or limits our liability for:

Death or personal injury caused by our negligence;
Fraud or fraudulent misrepresentation;
Any liability that cannot be excluded or limited by applicable law;
In the UK: breach of statutory rights under the Consumer Rights Act 2015 that cannot be excluded by contract;
In the EU: mandatory consumer protection rights under applicable EU law.

9.2. Jurisdictional Variations

If you are a consumer in the United Kingdom or European Union, you may have statutory rights that cannot be waived. Nothing in these Terms is intended to limit those rights. Where our liability cannot be excluded, it is limited to the maximum extent permitted by applicable law.

10. Indemnification

To the extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Codaran Ltd and its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

Your use of the Service, including all actions taken by AI agents on your behalf;
Your violation of these Terms or the Acceptable Use Policy;
Your violation of any applicable law, rule, or regulation;
Your violation of any third party's rights, including intellectual property, privacy, publicity, or contractual rights;
Any content you input into the Service, including meeting audio, text, code, and project files;
Your failure to obtain required consents from meeting participants before recording, transcribing, or AI-processing their conversations;
Any claim by a meeting participant, employee, contractor, or third party whose voice, statements, or data was processed through the Service at your direction or under your account;
Your reliance on AI Outputs without appropriate independent verification, including but not limited to: deploying AI-generated code without testing, making business decisions based on AI-extracted requirements, making infrastructure decisions based on AI-generated architecture documentation, or treating AI transcriptions as official records;
Any unauthorised use of your account, authentication tokens, or organisational resources;
Code or files that AI agents transmit to third-party AI providers on your behalf, including any intellectual property claims related to such transmission;
Damages to third parties caused by code written, modified, or suggested by AI agents operating within your configured project paths;
Any claim arising from data processed during meetings, including confidential business information, trade secrets, or personally identifiable information of meeting participants that was discussed and captured by the Service.

This indemnification obligation survives termination of these Terms.

Note for UK/EU users: Indemnification clauses are subject to reasonableness requirements and may be limited by consumer protection law. This clause applies to the extent permitted by applicable law.

11. Termination and Suspension

11.1. Voluntary Termination

You may cancel your account at any time through your account settings.
Cancellation takes effect at the end of the applicable notice period (see Section 6.6).
You may request immediate deletion of your data by contacting support@voxdev.tech.

11.2. Involuntary Termination or Suspension

We may suspend or terminate your account immediately, for any reason, with or without cause, with or without notice, at our sole discretion and without liability to you. Without limiting the foregoing, we may take action if:

You violate these Terms or our Acceptable Use Policy;
Your payment fails and is not resolved;
We believe your use poses a risk to us, our users, or third parties;
We detect attempts to manipulate, circumvent, or abuse the Service;
We are required to do so by law, regulation, or legal process;
Your account has been inactive for an extended period;
A third-party provider restricts our ability to provide the Service to you;
For any other reason at our sole discretion.

Suspension may be partial (specific features disabled) or complete (full account suspension), at our discretion.

11.3. Upon Termination

Your right to access the Service ceases immediately;
We may delete your data in accordance with our data retention policy;
No refunds will be provided except where required by law;
You remain liable for any fees incurred before termination;
You should uninstall any Client Software from your machines;
Sections that by their nature should survive termination will survive, including Limitation of Liability, Indemnification, Dispute Resolution, and Governing Law.

11.4. Data Export

Before cancellation, you may export your data through the Service's export features (where available). After termination, export may not be available.

12. Dispute Resolution and Governing Law

12.1. Governing Law

For users based in the United Kingdom: These Terms are governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction, except that we retain the right to apply for injunctive relief in any jurisdiction.

For users based in the European Union: These Terms are governed by the laws of England and Wales. However, if you are a consumer resident in the EU, you will benefit from any mandatory provisions of the law of your country of residence. Nothing in these Terms affects your rights as a consumer to rely on such mandatory provisions. You may bring proceedings in the courts of your country of residence or England and Wales.

For users based in the United States: These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Subject to the Arbitration Agreement below, the state and federal courts located in Delaware shall have exclusive jurisdiction.

For all other users: These Terms are governed by the laws of England and Wales, and the courts of England and Wales shall have exclusive jurisdiction.

12.2. Arbitration Agreement (US Users Only)

PLEASE READ THIS CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

You and Codaran agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding individual arbitration, rather than in court, EXCEPT that either party may seek equitable relief in court for infringement or misuse of intellectual property rights.

WAIVER OF CLASS ACTION: YOU AND CODARAN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING.

Arbitration shall be conducted by a neutral arbitrator under the American Arbitration Association (AAA) Consumer Arbitration Rules. If your claim is for US$10,000 or less, you may choose telephonic or document-based arbitration. We will pay arbitration fees for claims under US$10,000 unless the arbitrator finds the claim frivolous.

Pre-Arbitration Dispute Resolution: Before commencing arbitration, you must send a written Notice of Dispute to legal@voxdev.tech describing the claim and relief sought. We will attempt to resolve the dispute informally within 60 days.

Opt-Out: You may opt out of this Arbitration Agreement by sending written notice to legal@voxdev.tech within 30 days of first accepting these Terms. If you opt out, the Governing Law and Jurisdiction provisions above apply in full.

Note: Binding arbitration is not enforceable against consumers in the UK or EU. UK/EU users retain their right to bring claims in court, including through small claims court or consumer ombudsman services.

13. Modification of Terms

13.1. Rapidly Evolving Service

The Service is under active development. You acknowledge and agree that:

Features, capabilities, user interface, and functionality may be added, modified, or removed at any time without prior notice, except where such changes materially affect your rights under these Terms.
The third-party AI providers, authentication providers, payment processors, hosting providers, and other service providers we use may change at any time. We will update our Sub-Processor List to reflect material changes.
The specific AI models, algorithms, and processing methods used by the Service may change, which may affect the quality, style, or characteristics of AI Outputs.
Pricing tiers, included usage allocations, and billing structures may change. We will provide at least 30 days' notice of pricing changes.
We do not guarantee that any specific feature will remain available or unchanged. Beta features may be discontinued without notice.

13.2. Changes to These Terms

We may modify these Terms at any time. We will provide notice of material changes through the Service interface, email, or other reasonable means at least 30 days before the changes take effect. Your continued use of the Service after the effective date constitutes acceptance of the modified Terms.

If you do not agree with the modified Terms, you must stop using the Service before the effective date. Continued use after the effective date is deemed acceptance.

For users in the EU/UK: material adverse changes to your rights require affirmative opt-in consent (not just continued use). We will present updated Terms for your review and acceptance.

14. General Provisions

14.1. Entire Agreement. These Terms, together with the Privacy Policy, Cookie Policy, and any applicable Data Processing Agreement, constitute the entire agreement between you and Codaran regarding the Service and supersede all prior agreements.

14.2. Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

14.3. Waiver. No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. Codaran's failure to enforce any right or provision shall not constitute a waiver of such right or provision.

14.4. Assignment. You may not assign or transfer these Terms or your rights under them without our prior written consent. We may assign these Terms without restriction in connection with a merger, acquisition, or sale of assets.

14.5. Force Majeure. Codaran shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, pandemics, power failures, internet outages, third-party AI provider outages or policy changes, government actions, or labour disputes.

14.6. Notices. Notices to you may be provided via email to the address associated with your account or through the Service interface. Notices to us must be sent to legal@voxdev.tech or by post to our registered office.

14.7. No Third-Party Beneficiaries. These Terms do not create any third-party beneficiary rights.

14.8. Headings. Section headings are for convenience only and have no legal effect.

15. Contact Information

Codaran Ltd

Company Number: 17014338

Registered Office: 128, City Road, London, EC1V 2NX, United Kingdom

Legal enquiries: legal@voxdev.tech

Privacy enquiries: privacy@voxdev.tech

General support: support@voxdev.tech

Postal correspondence may also be sent to our registered office address above.