Toutouwai
Terms and Conditions
Contents
- Definitions
- Account Registration & Eligibility
- Service Description & Tier Limitations
- BYO Key Terms (Nest Tier)
- Payment Terms, Credits & Billing
- User Content & Data
- Acceptable Use Policy
- Intellectual Property & Licensing
- Service Level & Uptime Commitments
- Limitation of Liability
- Dispute Resolution
- Termination & Suspension
- General Provisions
1. Definitions
| Term | Meaning |
|---|---|
| "Toutouwai" / "we" / "us" / "our" | The company |
| "Service" | The managed AI agent subscription platform provided by Toutouwai |
| "Subscriber" / "you" / "your" | The person or entity subscribing to the Service |
| "Tier" | The specific subscription plan (Nest, Fledgling, or Aerie) |
| "BYOK" | Bring Your Own Key — subscriber provides their own LLM API key |
| "Credits" | LLM credit allocation included with certain tiers |
| "Managed Memory" | Cross-session memory service via Honcho (Aerie tier only) |
| "Operator" | Third-party service provider (Telegram, OpenRouter, AWS, etc.) |
| "CPA" | Consumer Protection Act 68 of 2008 (South Africa) |
| "ECTA" | Electronic Communications and Transactions Act 25 of 2002 |
| "POPIA" | Protection of Personal Information Act 4 of 2013 |
2. Account Registration & Eligibility
2.1 By registering for the Service, you represent that:
- You are at least 18 years of age OR have consent from a parent or guardian
- You have the legal capacity to enter into binding agreements (for corporate subscribers, you warrant that you have authority to bind the entity)
- The information you provide is accurate and complete
- You are not located in a jurisdiction where use of the Service is prohibited
2.2 You are responsible for maintaining the confidentiality of your Telegram account and any credentials associated with your Hermes agent.
2.3 You must notify us immediately of any unauthorised use of your account. Contact us at [email protected].
2.4 We reserve the right to refuse Service to any person or entity at our sole discretion.
3. Service Description & Tier Limitations
3.1 Nest — $1/month (BYOK)
- Single AI agent on shared VPS
- User-provided LLM API key required — no included model or credits
- Telegram interface only
- Session memory (within-session only, cleared on container restart)
- Default toolsets (web, code, files)
- Best-effort uptime (no SLA)
- Community support
3.2 Fledgling — $5/month
- All Nest features
- $4/month of LLM credits included (see §5 for credit terms)
- Curated skill packs
- Larger container
- Shared VPS infrastructure
- Skill updates pushed on container rebuild
- Best-effort uptime (no SLA)
- Community support (via Telegram)
3.3 Aerie — $20/month
- All Fledgling features and curated skills
- $19/month of LLM credits included (see §5 for credit terms)
- Larger container
- Managed memory — cross-session persistence (opt-in, see Privacy Policy §3.2.4)
- Priority support
- Weekly backups (7-day retention)
- Best-effort uptime (no SLA — see §9)
3.4 Tier Changes
3.4.1 You may upgrade your tier at any time. The change takes effect immediately, and you will be charged a pro-rata amount for the remainder of the current billing period.
3.4.2 You may downgrade your tier at any time. The change takes effect at the start of the next billing period.
3.4.3 Downgrading may result in loss of features (e.g., downgrading from Aerie to Nest removes managed memory and included credits).
4. BYO Key Terms (Nest Tier)
4.1 Nest subscribers must provide their own LLM API key (e.g., OpenRouter, OpenAI, Anthropic, or any supported provider). Toutouwai does not provide LLM access for Nest.
4.2 API key security: Your API key is stored encrypted in your container's persistent volume. Toutouwai employees will never request your API key. You are responsible for:
- Keeping your API key confidential
- All usage and costs incurred under your API key
- Compliance with your API provider's terms of service
4.3 Liability disclaimer for BYOK: Because Nest subscribers choose their own LLM provider and model:
- Toutouwai makes no warranty regarding the quality, accuracy, or safety of LLM outputs
- Toutouwai is not liable for any loss, damage, or harm arising from content generated through your chosen model
- Any data transmitted to your API provider is governed by that provider's privacy policy, not Toutouwai's
- You indemnify Toutouwai against claims arising from your use of your chosen LLM provider
4.4 API key revocation: If you revoke or change your API key, your agent will be unable to process requests until a valid key is provided. No service credit will be issued for this period.
4.5 No LLM in scope: For Nest subscribers, the Service provides the AI agent infrastructure only. The LLM model and its outputs are outside the scope of this Service.
5. Payment Terms, Credits & Billing
5.1 Subscription Fees
| Tier | Price | What's Included |
|---|---|---|
| Nest | $1/month | Agent infrastructure only (BYOK — no LLM access) |
| Fledgling | $5/month | Agent infrastructure + $4/month OpenRouter credits |
| Aerie | $20/month | Agent infrastructure + $19/month OpenRouter credits + Honcho managed memory |
All prices exclude applicable VAT.
5.2 Payment Method — Credit Card
5.2.1 An invoice is generated and sent to you at the start of each billing period. Payment is due within 7 days of the invoice date. We accept credit card only.
5.2.2 Your subscription begins once payment is received and confirmed.
5.2.3 We do not store your payment card details. Payment information is processed through the method indicated on your invoice. We store only a token to identify your card from the provider.
5.3 Credit Terms (Fledgling & Aerie)
5.3.1 Each Fledgling subscription includes $4/month in LLM credits. Each Aerie subscription includes $19/month in LLM credits.
5.3.2 Credits are an allocation, not a cash equivalent. Unused credits do not roll over to the next billing period. Credits have no monetary value and cannot be exchanged for cash, refunded, or transferred.
5.3.3 Credits are used at published rates for the models your agent accesses. Toutouwai's model routing configuration determines which models are used. We may change models from time to time to get the best experience.
5.4 Overage
5.4.1 If you utilise all your credits, you may purchase more in the dashboard.
5.5 Price Changes
5.5.1 We may increase subscription fees with 30 days' written notice.
5.5.2 Price increases take effect at the next billing period after notice.
5.5.3 You may cancel your subscription without penalty if you do not accept a price increase. See §12 for cancellation procedure.
5.6 Late Payment
5.6.1 If payment is not received within 7 days of the invoice date, we will send a reminder.
5.6.2 If payment is not received within 14 days, your agent container may be suspended.
5.6.3 If payment is not received within 30 days, your account will be terminated and your container and its data will be deleted in accordance with §12.3.
6. User Content & Data
6.1 You retain all rights to any content, data, or intellectual property you upload, create, or transmit through the Service.
6.2 You grant Toutouwai a non-exclusive, royalty-free licence to:
- Store, process, and transmit your content as necessary to provide the Service
- Use anonymous, aggregated usage data for service improvement
- Retain logs and records as required by applicable law (POPIA, ECTA, CPA)
6.3 Conversation privacy: Your conversations with your Hermes agent are private to your container. Toutouwai employees do not access conversations except as required to investigate and resolve technical issues (with your consent) or as required by law (valid legal process).
6.4 Managed memory (Aerie only): Your agent stores persistent memory about your preferences across sessions. You may view, delete, or wipe all stored memory, or opt out of managed memory entirely.
7. Acceptable Use Policy
You may NOT use the Service to:
- Violate any applicable law or regulation
- Infringe upon any third-party intellectual property rights
- Generate, distribute, or facilitate harmful content (hate speech, harassment, violence, child exploitation)
- Attempt to compromise the security of the Service, other containers, or third-party systems
- Use the Service for automated attacks, spam, phishing, or social engineering
- Violate the terms of service of your LLM provider
- Decompile, reverse engineer, or attempt to extract the source code of the Hermes agent platform (except as permitted by the applicable open-source licence)
Violation of this AUP will result in immediate suspension without notice.
8. Intellectual Property & Licensing
8.1 Toutouwai's IP: The Hermes agent software is open-source (Apache 2.0 / MIT — check the specific repository). Our proprietary elements include curated skills, container configurations, deployment tooling, Honcho memory service infrastructure, custom integrations, documentation, branding, and trademarks ("Toutouwai", logo).
8.2 Your IP: You retain all IP rights to content you generate or upload through the Service, custom skills you develop (if applicable), and your conversations and agent outputs.
8.3 Open-source licensing: If you use the open-source Hermes agent independently (not via our managed Service), your use is governed by the applicable open-source licence. These Terms apply only to managed subscriptions.
9. Service Level & Uptime Commitments
| Tier | Uptime Commitment | Support | Remedies |
|---|---|---|---|
| Nest | Best-effort (none) | Community (Telegram) | No service credits |
| Fledgling | Best-effort (none) | Community (Telegram) | No service credits |
| Aerie | Best-effort — we target 99.5% but no SLA | Priority (<4 hours business hours) | Discretionary refunds for extended outages |
9.1 Scheduled maintenance will be notified at least 48 hours in advance.
9.2 Force majeure: Downtime caused by events outside our reasonable control (including LLM outages, Telegram API downtime, Hetzner infrastructure failures) is excluded from any uptime calculations.
9.3 We do not offer contractual SLAs or service credits at this stage. This position will be reviewed as the business scales.
10. Limitation of Liability
10.1 Disclaimer of Warranties:
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TOUTOUWAI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10.2 Limitation of Liability:
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: TOUTOUWAI'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO TOUTOUWAI IN THE 12 MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL TOUTOUWAI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
10.3 BYOK-specific liability: Wherever subscribers supply their own LLM API key, Toutouwai expressly disclaims all liability for the accuracy, reliability, or safety of LLM outputs generated through the subscriber's chosen model; any costs incurred by the subscriber through their chosen LLM provider; and any data privacy or security issues arising from the subscriber's chosen LLM provider.
10.4 Credit allocation liability (Fledgling/Aerie): Toutouwai is not liable for LLM output quality or accuracy arising from third-party hosted models, third-party service outages affecting credit usage, loss of unused credits upon account termination, or output errors, hallucinations, or inaccuracies generated by the underlying LLM models.
11. Dispute Resolution
11.1 Informal resolution: Before filing any claim, you agree to contact us at [email protected] to attempt informal resolution.
11.2 Mediation: If informal resolution fails, disputes shall be referred to mediation administered by the Arbitration Foundation of Southern Africa (AFSA). Costs shared equally unless the mediator determines otherwise.
11.3 Arbitration: If mediation fails, disputes shall be finally settled by arbitration administered by AFSA in Cape Town, South Africa, in accordance with AFSA's arbitration rules. The arbitration language shall be English.
11.4 Jurisdiction: These Terms are governed by the laws of the Republic of South Africa. The parties submit to the jurisdiction of the courts of Cape Town for any matters not subject to arbitration.
11.5 Small claims: For disputes valued under R5,000, either party may elect to proceed in the Small Claims Court instead of arbitration.
12. Termination & Suspension
12.1 By you: You may cancel your subscription at any time by contacting us at [email protected]. Cancellation takes effect at the end of the current billing period. No partial refunds for the remainder of the billing period (see Refund Policy for exceptions).
12.2 By us: We may suspend or terminate your access if:
- You breach these Terms (especially the AUP in §7)
- Your payment is overdue beyond 30 days (see §5.6)
- Required by applicable law
- We cease offering the Service (with 30 days' notice)
12.3 Effect of termination:
- Your container and its data will be deleted within 30 days
- Unused credits expire immediately
- Managed memory (Aerie) is deleted within 30 days
- Logs are retained as required by law (see Privacy Policy §8)
12.4 Data export: Upon termination, we will provide you with a reasonable opportunity to export your data, subject to technical feasibility. Data export requests must be made within 14 days of termination.
13. General Provisions
13.1 Entire agreement: These Terms, together with the Privacy Policy and Refund Policy, constitute the entire agreement between you and Toutouwai.
13.2 Amendments: We may amend these Terms with 30 days' notice. Continued use after the amendment takes effect constitutes acceptance.
13.3 Severability: If any provision is found unenforceable, the remaining provisions remain in effect.
13.4 Waiver: Failure to enforce any right is not a waiver.
13.5 Contact: [email protected]