Terms of Service

1. Who we are

LithAI is provided by Galyos Ltd, trading as Galyos ("Galyos", "we", "us"), a company registered in England and Wales under company number 16888219, whose registered office is at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom. Contact: contact@galyos.io.

2. Business use only

2.1 The Service is provided only to businesses, for use in the course of their trade, business or profession. It is not offered to consumers.

2.2 These Terms bind the business named in the Order Form (the "Customer"). The Customer accepts these Terms when it accepts an Order Form that refers to them.

2.3 Each Authorised User must also accept these Terms when first signing in. By doing so, the Authorised User confirms that the Customer has authorised them to use the Service on its behalf, and agrees to use the Service in line with these Terms. Acceptance by an Authorised User does not make that individual personally liable for the Customer's obligations, such as payment.

3. Definitions

• "Agreement": the Order Form, these Terms and the Data Processing Addendum.
• "Authorised User": an individual employee or contractor of the Customer whom the Customer has nominated, and Galyos has approved and given a personal login.
• "Customer Data": Inputs and Outputs.
• "Feedback": suggestions, ideas, feature requests and comments about the Service.
• "Fees": the Licence Fee, the Usage Fees and any other charges set out in the Order Form.
• "Galyos Technology": the Service and all software, source and object code, algorithms, models and model weights, data pipelines, packing, placement, calibration and rendering methods, user interface and design, documentation and know-how, and all improvements, updates and derivatives of any of them, by whomever made.
• "Included Allowance": the number of Jobs per Subscription Period included in the Licence Fee, as set out in the Order Form.
• "Inputs": slab photographs, slab dimensions, drawings and any other material uploaded to or entered into the Service by or for the Customer.
• "Job": one project or drawing package processed through the Service to a final render or export, including reasonable slab processing, piece marking, packing and re-rendering for that package.
• "Order Form": the order document accepted by the Customer, setting out the plan, Fees, Included Allowance, number of Authorised Users and start date.
• "Outputs": renders, placements, layouts, slab images, exports, reports, measurements and any other results the Service generates from Inputs.
• "Subscription Period": each calendar month, or other period stated in the Order Form, starting on the start date in the Order Form.
• "Training Data": slab photographs uploaded to the Service, data derived from them (such as rectified images, segmentation masks, dimensions, and tone and feature analyses), and anonymised data about how the Service is used (such as adjustments made to automatic placements).
• "Usage Data": technical and usage data generated by the operation of the Service, including logs, counts of operations and Jobs, timings and error records.

4. The Agreement

4.1 The Agreement is formed when the Customer accepts an Order Form, either by signature (including electronic signature) or by an email from an authorised representative of the Customer confirming acceptance.

4.2 If the documents conflict, they apply in this order of priority: (a) any term of the Order Form that expressly states it overrides these Terms; (b) the Data Processing Addendum, for matters relating to personal data; (c) these Terms; (d) the rest of the Order Form.

4.3 Terms in any purchase order, supplier registration form or other Customer document do not apply, even if Galyos accepts, signs or acknowledges that document, unless Galyos expressly agrees in writing that they amend the Agreement.

5. Licence and Authorised Users

5.1 Subject to the Customer paying the Fees and complying with the Agreement, Galyos grants the Customer a non-exclusive, non-transferable and non-sublicensable licence, for the duration of the Agreement, for its Authorised Users to access and use the Service for the Customer's internal business purposes. Internal business purposes include using Outputs in the Customer's dealings with its own clients and on its own projects.

5.2 The number of Authorised Users is set out in the Order Form. Further Authorised Users may be added by agreement in writing (email is enough) and may be subject to additional Fees.

5.3 Each login is personal to one named Authorised User. Logins must not be shared, transferred or used by more than one person. The Customer must keep login details confidential and must tell Galyos promptly if it suspects any unauthorised access or use.

5.4 The licence is granted to the Customer only. The Customer must not sublicense, sell, resell, rent, lease, lend, time-share or otherwise make the Service available to any other person, company or organisation, including its affiliates, clients, contractors or business partners, unless the Order Form expressly allows it.

5.5 The Customer is responsible for the acts and omissions of its Authorised Users, and of anyone who uses the Service through its logins, as if they were its own.

5.6 Galyos may monitor use of the Service to check compliance with the Agreement. Galyos may immediately suspend or deactivate any login, without liability, if it reasonably suspects that the login is being used by someone who is not an Authorised User, is being shared, is being used by anyone not legitimately covered by a valid licence, or is otherwise being used in breach of the Agreement. Galyos will tell the Customer when it does so, where reasonably practicable.

6. Restrictions

6.1 The Customer must not, and must ensure that its Authorised Users and any other person do not:

• (a) copy, modify, adapt, translate or create derivative works of the Service or any Galyos Technology;
• (b) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code, models, model weights, algorithms, parameters, methods or underlying structure of the Service, except to the extent that applicable law expressly allows this and that right cannot be excluded by agreement, and in that case only after first asking Galyos in writing for the information needed;
• (c) access or use the Service's application programming interfaces, backend services or infrastructure other than through the user interface Galyos provides, or use any robot, script, scraper or other automated means to access the Service, unless Galyos agrees in writing;
• (d) use the Service, any Output or any information about the Service to build, train, improve or support a product or service that competes with the Service, or to replicate its features, functions, methods or user interface;
• (e) carry out or publish benchmarks or competitive analyses of the Service without Galyos's prior written consent;
• (f) give a competitor of Galyos access to the Service;
• (g) circumvent or interfere with any security feature, access control, usage limit or counting mechanism of the Service;
• (h) interfere with or disrupt the Service, or introduce any virus, malware or other harmful code;
• (i) remove or obscure any proprietary notice, label or branding in the Service; or
• (j) use the Service unlawfully, or upload any Input that infringes the rights of a third party or breaks any law.

6.2 A breach of section 5 or this section 6 is a material breach that cannot be remedied.

7. Intellectual property

7.1 Galyos and its licensors own all intellectual property rights in the Galyos Technology, including improvements developed using Feedback, Usage Data or Training Data, and any models trained or improved using Training Data. Nothing in the Agreement transfers ownership of any Galyos Technology to the Customer. All rights not expressly granted in the Agreement are reserved.

7.2 As between the parties, the Customer owns its Inputs and Outputs. To the extent any right in an Output vests in Galyos, Galyos assigns that right to the Customer on creation. This does not include any Galyos Technology used to create the Output, or the LithAI and Galyos names and marks.

7.3 The Customer grants Galyos a non-exclusive, worldwide, royalty-free licence to host, store, copy, process, transmit and display Customer Data as needed to provide, maintain, secure and support the Service and to perform the Agreement.

7.4 The Customer grants Galyos a non-exclusive, worldwide, perpetual, irrevocable, royalty-free licence to use Training Data to research, develop, train, test and improve Galyos's products, services and models. Galyos will: (a) not use drawings as Training Data; (b) not disclose Training Data to any third party in a form that identifies the Customer, its clients or its projects, other than to its service providers acting on its behalf; and (c) remove or anonymise any personal data before using Customer Data as Training Data. This licence survives the end of the Agreement.

7.5 Galyos owns Usage Data and may use it for any lawful purpose, including billing, security, enforcing the Agreement and improving the Service. Galyos will not disclose Usage Data to third parties in a form that identifies the Customer, except to its service providers, where required by law, or to enforce the Agreement.

7.6 The Customer assigns to Galyos all rights in any Feedback. Galyos may use Feedback freely, without any obligation to the Customer.

7.7 "LithAI" and "Galyos" are trade marks of Galyos. The Customer may not use them except to identify Outputs as having been produced with LithAI.

8. Customer responsibilities

8.1 The Customer warrants that it has all rights, licences and consents needed to upload its Inputs and to allow Galyos to process them under the Agreement, including in drawings created by architects, designers or other third parties, and that the Inputs and their processing will not infringe the rights of any third party or break any law.

8.2 The Customer is responsible for the accuracy of its Inputs, including slab dimensions and calibration measurements.

8.3 The Service is not a storage or back-up service. The Customer must keep its own copies of its Inputs and of any Outputs it needs.

8.4 The Customer is responsible for its own devices, browsers, network and internet connection.

9. Nature of the Service and Outputs

9.1 LithAI is a visualisation and planning aid. Outputs are generated automatically, using computer vision, machine learning and other automated methods, from Inputs that may themselves be incomplete or inaccurate.

9.2 Outputs may contain errors, including errors of dimension, scale, calibration, position, orientation, piece identification, slab assignment, colour, texture, veining, slab usage and waste figures. Outputs are indicative only.

9.3 Outputs are not cutting instructions. They are not shop drawings, fabrication or installation specifications, quotations, or professional, engineering or technical advice, and they are no substitute for professional judgement or physical measurement.

9.4 Natural stone varies. Images of slabs depend on the photograph, the lighting and the screen, and may not represent the actual colour, veining, defects or appearance of the stone.

9.5 The Customer is solely responsible for independently checking and verifying every dimension, quantity, scale, placement, orientation, slab assignment and any other information in an Output against the source drawings, the physical slab and site conditions before relying on it for any purpose, including cutting, fabrication, ordering, quoting, pricing, client approval or installation. Every decision to cut, fabricate, order, quote or install is the Customer's own decision, taken at its own risk.

10. Fees and payment

10.1 The Customer will pay the Fees set out in the Order Form: a monthly licence fee, which includes the Included Allowance (the "Licence Fee"), and charges for Jobs above the Included Allowance at the rates in the Order Form (the "Usage Fees").

10.2 Galyos will invoice the Licence Fee monthly in advance at the start of each Subscription Period, and the Usage Fees monthly in arrears.

10.3 The Customer will pay each invoice within 14 days of the invoice date, in the currency stated in the Order Form, by bank transfer to the account shown on the invoice, in full and without any set-off, counterclaim or deduction.

10.4 Unused Included Allowance does not roll over and has no cash or credit value.

10.5 Galyos counts and classifies Jobs from its usage records, acting reasonably and in line with the Order Form. Those records are conclusive unless there is a manifest error. The Customer must raise any query about an invoice within 14 days of receiving it, and must pay any undisputed part on time.

10.6 Fees are exclusive of VAT and any other sales or similar taxes, which the Customer will pay in addition where applicable. Where the reverse charge mechanism applies, the Customer will account for the VAT. If the law requires the Customer to withhold or deduct any tax from a payment, the Customer will pay such additional amount as ensures that Galyos receives the full amount it would have received without the withholding or deduction.

10.7 If any amount is overdue, Galyos may charge interest on it from the due date until payment, accruing daily, at 4% a year above the Bank of England base rate from time to time or, at Galyos's option, statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 where it applies.

10.8 Galyos may change the Fees by giving at least 30 days' notice by email. The change takes effect from the start of the first Subscription Period after the notice expires. If the Customer does not accept the change, it may terminate the Agreement by notice before the change takes effect.

10.9 Fees are non-refundable, including on termination part way through a Subscription Period, except where the law requires otherwise or Galyos expressly agrees in writing.

11. Trials and pilots

11.1 Galyos may, at its sole discretion and case by case, offer free or reduced-price trial or pilot access. The terms of any trial will be set out in the Order Form or by email.

11.2 Galyos may end trial access at any time. Trial access does not convert into a paid subscription unless the Order Form says so, and is provided as is, without any warranty or support commitment. To the fullest extent permitted by law, Galyos has no liability of any kind in connection with trial access. All other provisions of these Terms, including sections 5, 6, 7 and 9, apply to trial access.

12. Availability, support and changes

12.1 Galyos will use reasonable efforts to make the Service available. Galyos does not guarantee any level of availability or performance, and there is no service level agreement unless the Order Form provides one.

12.2 The Service may be unavailable during planned or emergency maintenance or updates, or because of failures of hosting, network or other third-party providers. Galyos will try to give notice of planned maintenance where reasonably practicable.

12.3 Support is provided by email to contact@galyos.io, on a reasonable efforts basis, during UK business hours.

12.4 Galyos may change, update, add or remove features of the Service from time to time. Features marked as beta, preview or experimental are provided as is. If Galyos materially reduces the core functionality of the Service during a paid Subscription Period, the Customer may terminate the Agreement by notice within 30 days of the change.

13. Data protection

13.1 Where Galyos processes personal data contained in Customer Data on the Customer's behalf, it does so as a processor, and the LithAI Data Processing Addendum (the "DPA"), published in the Service under Legal, forms part of the Agreement.

13.2 Galyos processes personal data about Authorised Users and Customer contacts, such as account, usage, billing and support data, as a controller, as described in the LithAI Privacy Notice published in the Service under Legal.

13.3 The Customer must ensure that it has a lawful basis for, and has given any notices needed for, personal data contained in its Inputs, and should avoid uploading personal data that the Service does not need.

14. Confidentiality

14.1 Each party will keep the other's Confidential Information confidential, use it only to perform or receive the benefit of the Agreement, and disclose it only to its employees, contractors, service providers and professional advisers who need to know it and are bound by equivalent obligations of confidentiality.

14.2 "Confidential Information" means all non-public information disclosed by one party to the other in connection with the Agreement that is marked as confidential or would reasonably be regarded as confidential. Galyos's Confidential Information includes the Galyos Technology, non-public features of the Service, and the Fees and terms of the Order Form. Customer Data is the Customer's Confidential Information, subject to the licences in section 7.

14.3 This section does not apply to information that is or becomes public other than through a breach of the Agreement, was lawfully known to the recipient without restriction before disclosure, is lawfully received from a third party without restriction, or is independently developed. A party may disclose Confidential Information where required by law, a court or a regulator, giving the other party prompt notice where lawful.

14.4 These obligations apply for the duration of the Agreement and for five years after it ends, and indefinitely for trade secrets and the Galyos Technology.

15. Disclaimers

15.1 Each party warrants that it has the authority to enter into the Agreement.

15.2 THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, GALYOS EXCLUDES ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND OTHER TERMS, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW, COURSE OF DEALING OR OTHERWISE, INCLUDING ANY AS TO SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR NON-INFRINGEMENT, OR THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE.

15.3 The Customer acknowledges that the Service has not been developed to meet its individual requirements, and that it is the Customer's responsibility to make sure the Service meets its needs.

16. Limitation of liability

16.1 Nothing in the Agreement limits or excludes any liability that cannot be limited or excluded by law, including liability for death or personal injury caused by negligence, and for fraud or fraudulent misrepresentation. Nothing in this section limits the Customer's obligation to pay the Fees, or its liability for breach of sections 5, 6 or 7 or under section 17.

16.2 Subject to section 16.1, Galyos has no liability to the Customer at all, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, for or in connection with:

• (a) any error, inaccuracy or omission in the Service or in any Output;
• (b) the cutting, fabrication, processing, ordering, supply or installation of stone or any other material, and any loss of, damage to, wastage, re-cutting, replacement or rework of stone or other materials, however caused;
• (c) any decision made, or action taken or not taken, in reliance on the Service or any Output;
• (d) loss of profits, revenue, sales, business, contracts or anticipated savings;
• (e) loss of or damage to goodwill or reputation;
• (f) delay, downtime, loss of production or project delays, or liquidated damages, penalties or other sums payable to third parties;
• (g) loss, corruption or unavailability of data;
• (h) any trial or pilot access; or
• (i) any indirect, special or consequential loss.

Each of these exclusions is separate and independent of the others.

16.3 Subject to sections 16.1 and 16.2, Galyos's total aggregate liability arising out of or in connection with the Agreement, however arising, is limited to the Licence Fees actually paid by the Customer in the three months immediately before the event giving rise to the claim.

16.4 Any claim against Galyos must be notified to Galyos in writing within six months, and proceedings must be started within twelve months, of the date on which the Customer became aware, or ought reasonably to have become aware, of the facts giving rise to it. Otherwise the claim is waived.

16.5 The Customer acknowledges that the Fees reflect the allocation of risk in this section, that it is better placed than Galyos to check Outputs and to insure against losses arising from the cutting, fabrication and installation of stone, and that this section is reasonable.

17. Indemnity

The Customer will indemnify Galyos, and keep it indemnified, against all losses, damages, liabilities, costs (including reasonable legal fees) and expenses arising out of or in connection with:

• (a) any claim by the Customer's clients or any other third party relating to any stone, product, works or project in connection with which the Customer or its Authorised Users used the Service or any Output;
• (b) any claim that the Inputs, or their processing in accordance with the Agreement, infringe the rights of a third party or break any law;
• (c) any breach of section 5 or 6; and
• (d) any use of the Service through the Customer's logins.

18. Term and termination

18.1 The Agreement starts on the start date in the Order Form and continues on a rolling basis, one Subscription Period at a time, until terminated in accordance with this section.

18.2 Either party may terminate the Agreement for convenience by giving at least 30 days' written notice (email is enough). Termination takes effect at the end of the Subscription Period in which the notice period expires.

18.3 Galyos may terminate the Agreement immediately by written notice if: (a) the Customer fails to pay any amount within 14 days of its due date; (b) the Customer commits a material breach that cannot be remedied, including a breach of section 5 or 6; (c) the Customer commits any other material breach and does not remedy it within 14 days of being notified of it; or (d) the Customer becomes insolvent, enters administration, liquidation or any arrangement with its creditors, or anything equivalent in any jurisdiction, or ceases to carry on business.

18.4 The Customer may terminate the Agreement immediately by written notice if Galyos commits a material breach and does not remedy it within 30 days of being notified of it.

18.5 On termination: (a) the licence and all Authorised User access end; (b) all unpaid Fees become due immediately, and Fees already paid are not refunded; (c) Galyos will keep Customer Data for 30 days, during which it will, on request, give the Customer reasonable access to export its Outputs, after which Galyos will delete Customer Data from its live systems, with copies in back-ups deleted in the ordinary course of the back-up cycle; and (d) Galyos may keep Training Data and anything derived from it under section 7.4, Usage Data, and any records it needs to keep by law or to establish, exercise or defend legal claims, including invoices and records of acceptance of these Terms.

18.6 Sections 6, 7, 9, 10 (for amounts due), 13, 14, 15, 16, 17, 18.5, 18.6, 20, 22 and 23 survive termination, together with any other provision intended to survive.

19. Suspension

19.1 Galyos may suspend all or part of the Service, or any login, immediately and without liability, if: (a) any amount is more than 14 days overdue, after giving notice by email; (b) it reasonably suspects unauthorised use or a breach of section 5 or 6; (c) suspension is needed to protect the security or integrity of the Service or of other customers; (d) the Customer's use is abnormal or excessive, such as automated or bulk processing well beyond normal use of its plan, in a way that threatens the Service or materially increases Galyos's costs; or (e) the law or a competent authority requires it.

19.2 Galyos will restore access promptly once the reason for suspension has been resolved. Fees remain payable during any suspension under (a), (b) or (d). Before suspending for abnormal use under (d), Galyos will try to agree a fair charge for that use with the Customer, in line with the abnormal or batch pricing in the Order Form.

20. Publicity

Neither party will use the other's name, logo or trade marks, or announce the relationship publicly, without the other's prior written approval (email is enough).

21. Changes to these Terms

21.1 Galyos may update these Terms from time to time. Galyos will give at least 30 days' notice of any material change by email or in the Service, and Authorised Users will be asked to accept the updated Terms when they next sign in.

21.2 If the Customer does not accept a material change, it may terminate the Agreement by notice before the change takes effect, without having to give the notice period in section 18.2. Continued use of the Service after the change takes effect means the Customer accepts it.

21.3 Changes required by law, or needed to address security issues, may take effect sooner. A change to these Terms does not change any term expressly agreed in an Order Form.

22. General

22.1 Force majeure. Neither party is liable for any delay or failure caused by events beyond its reasonable control, including failures of hosting, cloud, network or other third-party providers, cyber attacks, power failures, pandemics, war, strikes or government action. This does not excuse any payment obligation.

22.2 Assignment. The Customer may not assign, transfer or subcontract any of its rights or obligations without Galyos's prior written consent. Galyos may assign or novate the Agreement to an affiliate, or to a purchaser of all or part of its business or of the Service, and may use subcontractors and service providers.

22.3 Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and replaces any earlier agreement, understanding or arrangement. Each party confirms that it has not relied on any statement, representation or warranty that is not set out in the Agreement. Nothing in this section limits liability for fraud.

22.4 Waiver. A failure or delay in exercising a right is not a waiver of that right.

22.5 Severability. If any provision is found invalid or unenforceable, it will apply with the minimum modification needed to make it valid and enforceable, and the rest of the Agreement is unaffected.

22.6 Relationship. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship between the parties.

22.7 Third parties. No one other than the parties has any right to enforce the Agreement, including under the Contracts (Rights of Third Parties) Act 1999.

22.8 Notices. Notices under the Agreement may be sent by email: to contact@galyos.io for Galyos, and to the contact email in the Order Form for the Customer.

22.9 Electronic acceptance. The Agreement may be accepted electronically, including by email or click-through acceptance, and the Order Form may be signed by electronic signature or in counterparts.

22.10 Language. These Terms are written in English. Any translation is provided for convenience only. If there is any conflict or inconsistency between the English version and a translation, the English version prevails.

22.11 Sanctions and export control. The Customer confirms that it is not, and is not owned or controlled by, a person subject to sanctions under UK, EU, UN or US law, and that it will not use or allow access to the Service in breach of any applicable sanctions or export control law.

22.12 Sale of goods. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement.

23. Governing law and jurisdiction

23.1 The Agreement, and any dispute or claim (including any non-contractual dispute or claim) arising out of or in connection with it, is governed by the law of England and Wales.

23.2 The courts of England and Wales have exclusive jurisdiction, except that Galyos may bring proceedings in any court of competent jurisdiction, including the courts of the Customer's home country, to recover unpaid Fees, or to seek an injunction or other relief to protect its intellectual property rights or Confidential Information.

24. Contact

Questions about these Terms: contact@galyos.io.