1. Service provider
The intended contracting entity is G5 HOLDING OÜ (registry code 17431342), Keemia tn 7–15, 10616 Tallinn, Estonia, for customers in Estonia. For customers in the United States and Europe outside Estonia, it is BIRCHG5WOLF LLC, 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex, United States. Your order confirmation must name the applicable entity before a paid contract begins. Other territories are not yet assigned.
Contact both entities about Scly at team@scly.dev. The LLC registration number still requires confirmation. The entity split is the founders’ proposed operating structure; actual privacy responsibilities and any sharing between the two entities must be documented before launch.
2. Scope and contract formation
Scly assists merchants with product research, product pages, media, advertising creatives and task planning. Features depend on the connections and providers enabled in your workspace. Campaign preparation does not mean that a campaign has been submitted to an advertising platform.
Proposed launch scope: adults aged 18 or over acting for a business, with authority to bind that business and connect its assets. Consumer sales are not yet approved. This document is a review draft and does not itself create a paid subscription. Final terms, the service provider, fees and applicable policies must be presented and explicitly accepted before purchase. Preserve the accepted version with the order.
An individually agreed order takes precedence on commercial matters. A signed Data Processing Agreement takes precedence for processing customer-controlled personal data. Mandatory legal rights are not reduced by these documents.
3. Your instructions and external actions
You control the products, instructions, playbooks and connected accounts used for your work. Review generated claims, prices, media and settings before publishing. AI may produce incorrect, incomplete or similar content for different customers; Scly does not guarantee sales, conversion rates, unique outputs or advertising-platform approval.
Connecting a store grants the permissions displayed by that platform. A queued generation task authorises that generation work; it does not by itself authorise spending an advertising budget. Publishing and future campaign activation require a clear approval step identifying the destination and, where relevant, budget. Deleting a Scly draft does not remove a page already published in your store.
Scheduled tasks require a running service and available providers. The current local pilot runs on the developer’s computer and is not an always-on hosted service. No uptime or completion-time service level is offered in this pilot.
4. Content, intellectual property and acceptable use
You retain rights in content, brands and instructions you supply. You grant the applicable Scly provider a limited licence to store, process and transmit that material to deliver your requested work and maintain the service. This licence is not a licence to sell your uploads or advertise your business without permission.
To the extent the applicable Scly provider owns assignable rights in an output, those rights are assigned to you after any agreed fee is paid. Rights in stock content, fonts, themes, music, creator footage and other third-party materials remain subject to their licences. Scly’s software, brand and reusable platform components remain owned by their respective owners.
Public availability of TikTok or other web content is not permission to reuse it commercially. You must have suitable rights in uploaded, downloaded and published material, including likeness, voice and music permissions. Scly must keep source records and must not treat discovery as a copyright clearance.
Do not use Scly for unlawful activity, deceptive claims, fabricated customer reviews, infringement, malicious uploads, credential sharing or attempts to access another workspace. Do not submit sensitive personal data or raw customer lists unless an approved feature and appropriate processing agreement expressly cover that use.
5. Fees, suspension and termination
No subscription price, usage allowance, trial length or refund promise is agreed in this draft. Future fees, taxes, usage limits, overage approval and renewal dates must be disclosed before you commit. Provider cost counters in the pilot are estimates or internal limits, not invoices.
Proposed rule: either party may end a monthly subscription at the end of the current billing period; security incidents or unlawful use may require immediate suspension. Where safe and lawful, explain the reason, allow correction and provide a route to challenge a suspension. Cancellation of billing and erasure of data are separate requests.
On termination, stop future queued work, revoke connected permissions as appropriate and arrange export or deletion according to the applicable data-processing terms and retention schedule. Closing Scly does not cancel your Shopify, Meta or other third-party accounts.
6. Responsibility and disputes
Scly is responsible for providing the service with reasonable care and for obligations imposed by applicable law. The customer is responsible for its product facts, permissions, instructions and decisions to publish. Third-party outages and policy changes may affect availability; this does not remove rights that applicable law gives you.
Proposed business-contract limitation for legal review: each party’s aggregate contractual liability is limited to Scly service fees paid or payable for the affected service during the preceding 12 months. The limit does not apply to fraud, wilful misconduct, gross negligence or liability that cannot lawfully be limited, and does not restrict statutory data-subject rights. No limitation is effective until approved in the final agreement.
Proposed governing law: Estonian law for G5 HOLDING OÜ contracts and Delaware law for BIRCHG5WOLF LLC contracts, subject to mandatory applicable law. Court selection and the cross-border structure require counsel review. Raise concerns first at team@scly.dev; nothing prevents contacting a competent regulator or court.
7. Changes
Give customers advance notice of material changes, the new version and a reasonable opportunity to cancel before new commercial terms apply. Do not apply new charges retroactively or treat a privacy notice as a substitute for consent where consent is required.