Summary
- Supplier: Polygonface s.r.o., Sládkovičova 60, 974 05 Banská Bystrica, Slovakia, registered in the Commercial Register of the District Court Banská Bystrica, Section Sro, Insert No. 29301/S; company ID (IČO) 50187210, tax ID (DIČ) 2120203151, VAT ID (IČ DPH) SK2120203151 (“Tealbrick”).
- Partner: the business named in the signed order form (“Partner”). Partner acts for its trade, business or profession and is a Business Customer under the Terms of Service.
- Deployment: one workspace for one client organisation, on the client’s own infrastructure. By default this is one Railway project per workspace, or another host agreed in the order form. Further environments apply only if the order form selects them.
- Delivery model: Tealbrick is not a hosting provider. Apps and the workspace bridge run in the client’s own infrastructure, and Portal manages them as a control plane.
- Licence term: a fully paid lifetime licence for the Major Version bought, subject to termination for material breach.
- Source: released mini apps are open source under the Apache License 2.0. This agreement does not restrict those rights. It covers Portal deployment and management rights, services and support.
- Support: only the support selected in the order form. No service level applies unless the order form states one.
- Acceptance: evidence-based acceptance as listed in the order form.
These terms are entered into on the effective date in the order form between Tealbrick and Partner. Terms defined in the Tealbrick Terms of Service (for example Tealbrick Software, SDK Packages, Mini Apps, Customer-Supplied Components, Workspace Data, Security Update, Support Period, Brand Assets) have the same meaning here.
1. Definitions
- Accepted Release means the exact release versions, build artifacts, dependency versions, configuration schema and checksums recorded in the signed Release Record.
- Authorised Environment means a production, staging, development, training or disaster-recovery environment expressly selected in the order form. A clone, client installation or separately operating environment is not authorised merely because Partner controls it.
- Deployment means one workspace, with its own client infrastructure, for one Partner organisation or one client organisation. The order form states whether non-production and disaster-recovery environments are included in the same Deployment.
- Documentation means the deployment guide, release notes, interface contracts and operating material delivered with the Accepted Release.
- Major Version means all releases with the same first version number. For example, a
1.xlicence covers versions from 1.0.0 up to but not including 2.0.0. - Mini app means an independently deployable Tealbrick product selected in the order form.
- Partner Data means data, prompts, credentials, files, business records, personal data and outputs introduced into or generated for Partner or its client through use of the Software, excluding Tealbrick’s pre-existing intellectual property.
- Release Record means the signed record of the Accepted Release in the Portal release registry.
- Software means the Accepted Release of the selected Mini Apps, the Tealbrick Software (workspace bridge, command-line tool, installer), the SDK Packages, deployment material and any expressly included agent configuration. The Tealbrick Software and the SDK Packages are licensed under the Tealbrick Software Licence; the Mini Apps’ own code under the Apache License 2.0. Third-party components remain governed by their own licences.
2. Order and precedence
This agreement consists of these terms, the signed order form (see section 20), the Data Processing Addendum, and the Release Record. If they conflict, the following order applies: signed amendment; Data Processing Addendum for personal-data matters; order form; these terms; Tealbrick Software Licence; Acceptable Use Policy; Brand Use Policy; Release Record; Documentation. The Terms of Service apply to Partner’s Portal Account; if they conflict with this agreement on partner matters, this agreement prevails.
3. Licence grant
Released mini apps are open-source software under the Apache License 2.0. Partner already holds the rights that licence gives, with or without this agreement, and nothing here restricts them. The Apache License 2.0 is the only licence for that source code. It carries no support, managed deployment or update service.
Contributions to Tealbrick’s public repositories are licensed under the Apache License 2.0 (its section 5) and must carry a Developer Certificate of Origin sign-off, as the contribution policy and each repository’s CONTRIBUTING file state. Tealbrick does not accept contributions to non-public materials except under a separate signed agreement. Partner’s own modifications that it does not contribute remain Partner’s, subject to the Apache License 2.0 and to Tealbrick’s rights in non-open-source materials.
Subject to payment and compliance with this agreement, Tealbrick grants Partner a non-exclusive, non-transferable, non-sublicensable right to:
- deploy the selected mini apps through Portal into the Authorised Environments, using Tealbrick’s managed deployment;
- use Portal management for those Deployments, including the interface for agent grants and updates within the Major Version; and
- permit Partner personnel and contracted operators to use the Software and Portal for those Deployments, where they are bound by confidentiality and use restrictions at least as protective as this agreement.
A Portal licence, paid or complimentary, sits on the Account that received it and is assigned to at most one workspace per app. It can be moved between workspaces of that Account at any time. Each client Deployment consumes one assigned licence for each mini app. If Partner buys, licences sit on Partner’s Account and Partner assigns them to client workspaces under its Account. On Partner’s written request, and with the client’s consent, Tealbrick moves a licence to the client’s own Account once per licence, free of charge, after the client accepts the Terms of Service. A licence that served a workspace switched to standalone mode stays with that workspace.
The licence covers every release in the purchased Major Version for as long as it is not terminated under section 17. A new Major Version needs a new licence or a written upgrade entitlement. Security Updates are free during the Support Period published at tealbrick.com/security. Where Tealbrick provides a Security Update only in a later version, Partner may deploy that later version through Portal for the affected Deployment, free of charge and without other cost to adjust the environment beyond what that version’s documentation requires, until the end of the earlier version’s Support Period.
Where the order form selects it, delivery also includes non-public research notes and product rationale, and the source of unreleased mini apps. Those materials may be used internally to operate and adapt the licensed Deployment, but remain confidential Tealbrick intellectual property unless the order form expressly says otherwise. They are not public and are not released under the Apache License 2.0.
For Tealbrick materials that are not open source, no right is granted to redistribute, resell, relicense, publish, disclose, host for unrelated third parties, or provide them or a modified copy as a standalone competing product, except for the contractor access allowed above. No right is granted to Portal itself or to resell Portal access or licences.
No trademark right is granted except as follows. During the agreement, Partner may describe itself as a “Tealbrick deployment partner” and may use the partner badge Tealbrick supplies, in line with the Brand Use Policy. Forks, modified builds, resold offers and hosted services must not use the Tealbrick name, logo or look and feel, or any confusingly similar sign. All partner brand rights end with the agreement. Rights not expressly granted are reserved.
4. Deployment limits
The Portal deployment right covers only the Authorised Environments in the order form.
- Production, staging, development, training and disaster-recovery treatment must be selected explicitly.
- A cold encrypted backup is not a Deployment while it is unusable without a restore. A warm or active replica may be a Deployment as elected in the order form.
- Moving a Deployment to a replacement Railway project or other host does not consume another licence if the previous production installation is retired within 14 days after the replacement goes live and is no longer used. Partner confirms the retirement in writing on request.
- Each Deployment for a separate client, affiliate or unrelated organisation needs its own assigned licences unless a volume agreement says otherwise.
- Partners may buy licence packs at the discounts in the order form or the current partner price list. Unless the order form says otherwise, the tiers are: 10 licences at 10% off, 25 licences at 20% off, 50 licences at 30% off the list price. A pack is paid in advance and is not refundable. Its licences are issued to Partner’s Account and do not expire. Pack prices do not limit Tealbrick’s list prices.
- Registering more agent cards does not itself expand the licence scope.
5. Delivery scope
Tealbrick will provide the items selected in the order form, which may include:
- deployment of the selected mini apps (for example Knowledge and Connect) into the client’s infrastructure through Portal;
- the workspace bridge, the command-line tool and the agent cards for the client’s agents;
- the Release Record, with the release versions and artifact checksums;
- deployment and rollback documentation; and
- the agreed installation, verification or handoff services.
Anything not selected is outside scope. Package presence, a catalogue listing or a declared capability does not promise that an external connector or optional provider is configured.
6. Responsibilities
6.1 Tealbrick responsibilities
Tealbrick will:
- deliver the Accepted Release and Documentation through an agreed secure channel;
- identify known deployment prerequisites and material release limitations;
- perform only the installation and acceptance work selected in the order form;
- not ask for, receive or hold the client’s API keys for third-party services, which the client enters in the page served by the bridge on its own side;
- provide evidence at the acceptance levels selected in the order form; and
- preserve a rollback path during an assisted installation, unless Partner instructs otherwise in writing.
6.2 Partner responsibilities
Partner will:
- provide, or make sure the client provides and pays for, the client’s own infrastructure: by default a Railway account with a project for each workspace, with sufficient capacity, or another host agreed in the order form;
- make sure the client owns the hosting account, domain, backups, monitoring destinations, provider accounts and production credentials, unless the order form says otherwise;
- supply accurate configuration decisions and timely approvals;
- make sure its data collection, model use, employee monitoring and client use are lawful and authorised;
- restrict administrative access, rotate credentials and remove departed users promptly;
- conduct or approve human workflow acceptance testing;
- not direct Tealbrick to bypass security boundaries, to expose credentials to agents, or to give an agent a person’s sign-in credentials; and
- before a client uses Portal or the Software, make sure the client has accepted the Tealbrick Terms of Service and Acceptable Use Policy, or terms at least as protective of Tealbrick, and forward Tealbrick’s security notices to the client without undue delay. Partner is responsible for any loss that results from a failure to do so.
7. Security model
The intended Deployment keeps the client’s apps on a private network inside the client’s own infrastructure, with the workspace bridge as the one public door. The Software will be configured, to the extent included in scope, so that:
- apps have no public address;
- each agent has its own identity (an agent card), and caller-supplied agent labels are not treated as authorisation;
- agents call apps only with short-lived signed grants that name the app, the allowed actions and the scopes, and the bridge and apps verify those grants locally;
- a person’s sign-in credential is never given to an agent;
- API keys for third-party services are entered in a page served by the bridge, and neither Portal nor Tealbrick sees them;
- the bridge connects outward to Portal to enrol and to fetch its signed configuration. Portal reaches the client’s hosting account only through the hosting provider’s API, with the authorisation the client gave (for Railway,
workspace:adminscope), for actions that Partner or the client starts. During such a deployment or update, Portal shows the build and start-up log lines of that service, with recognisable secrets removed, and does not store them; and - a pause or revoke applies to every credential that can reach an app. An online bridge applies it within seconds. A bridge that cannot reach Portal keeps its last configuration for at most 12 hours and then refuses all calls.
Security depends on Partner and the client maintaining the host, network, identity provider, secrets and backups after handoff. No system is guaranteed vulnerability-free.
8. Updates and maintenance
Unless the order form says otherwise:
- Partner may receive generally released maintenance and feature updates in the licensed Major Version.
- Installation, migration, integration repair or validation of an update is not included merely because Portal management is included.
- Tealbrick publishes the Support Period of each product and Major Version at tealbrick.com/security, at least 5 years from the first release of that Major Version, and provides Security Updates free of charge during it. No fix deadline, response time, long-term-support term or service level applies unless the order form adds one.
- Partner and the client decide when to deploy an update, must install Security Updates without undue delay, and keep a tested backup and rollback plan.
- A release is not production-accepted solely because its build or automated tests pass.
9. Support
Community support through GitHub Discussions on Tealbrick’s public repositories is included for licensed users when that channel is available. It is best effort, with no response time. Direct email, deployment help, prioritised troubleshooting, incident participation and service levels apply only if selected and priced in the order form.
Support excludes third-party outages, unsupported modifications, unsupported hosting platforms, credentials that Partner cannot lawfully provide, and work outside the Accepted Release unless separately agreed.
10. Acceptance
Acceptance is governed by the acceptance evidence in the order form. The parties record the results in an Acceptance Record.
The following are distinct evidence levels and must not be substituted for one another: source review, automated validation, runtime discovery, deployed artifact, live round-trip, and human acceptance.
If Partner identifies a reproducible failure against an agreed acceptance criterion during the review period, Tealbrick will either correct it, provide a reasonable workaround accepted by Partner, or document it as an agreed exception. There is no deemed acceptance unless the order form contains a completed review period and expressly selects deemed acceptance.
11. Changes and out-of-scope work
Either party may propose a change. A change affecting products, integrations, agents, environments, security boundaries, delivery date, fees or acceptance criteria must be recorded in a written change order before work begins. Emergency security containment may be performed first when necessary to prevent ongoing harm, with written documentation promptly afterward.
12. Fees and taxes
- Partner pays the licence and service fees in the order form according to its payment schedule. Licences are bought at the published prices unless the order form states otherwise. Licence fees are paid at checkout. Service fees are invoiced as the order form states; unless it says otherwise, fixed fees 50% at signature and 50% at acceptance, and time-and-materials monthly in arrears. Invoices are due within 14 days.
- Currency: as stated in the order form; otherwise US dollars for licences and euros for services.
- Prices exclude VAT or similar taxes, which are added on top at checkout or on the invoice where they apply. Partner is responsible for taxes other than taxes on Tealbrick’s net income, subject to applicable law.
- Late payment: late-payment interest and compensation for recovery costs apply as the Slovak Commercial Code provides. Tealbrick may suspend services and new deployments after 15 days’ written notice of a missed payment; the suspension is not a breach.
- Expenses: only if approved in writing in advance, charged at cost.
- Refunds: licence fees and fees for services already performed are not refundable. Prepaid fees for services that Tealbrick does not perform are refunded pro rata.
13. Intellectual property and modifications
Tealbrick retains ownership of its pre-existing Software, product design, Documentation, research, trademarks and improvements it authors. Partner retains ownership of Partner Data and of code independently authored by Partner, subject to Tealbrick’s rights in the underlying Software.
Partner’s modifications of open-source mini apps are governed by the Apache License 2.0 of that mini app. Modifications do not expand the Portal deployment right and do not grant any right in materials that are not open source. Contributions follow section 3. Feedback may be used by Tealbrick without restriction only if the order form selects that permission.
14. Confidentiality
Each receiving party will protect the other party’s non-public business, technical, security and commercial information using at least reasonable care and use it only to perform this agreement. Confidentiality does not cover information the receiving party can document was already known without restriction, independently developed, lawfully received without duty, or public through no breach. Source code that is published under an open-source licence is public and is not confidential. Software that Tealbrick ships in public images or packages is not Confidential Information, but the Tealbrick Software Licence still applies to it.
Required disclosure is permitted to the minimum legally required extent after advance notice where lawful. Private keys, non-public security architecture, non-public vulnerability information, the source of unreleased mini apps and non-public research notes are Tealbrick Confidential Information. Partner Data and production credentials are Partner Confidential Information.
Partner must not publish benchmark or performance comparisons of Portal or the Tealbrick Software without first giving Tealbrick the method and results and 30 days to comment.
Confidentiality survives for 5 years after termination. Trade secrets, private keys, non-public source code and non-public security information remain protected for as long as they qualify as trade secrets or remain non-public.
15. Data protection
For Workspace Data in Portal, Tealbrick acts as processor under the Data Processing Addendum. Tealbrick does not store data in the client’s infrastructure. A deployment on the client’s own infrastructure does not by itself make Tealbrick a processor of the client’s app data, because Portal does not hold it. Remote support access may change this; if Tealbrick is to access personal data in the client’s infrastructure, the parties first agree the roles and sign a data processing agreement that covers at least the items in Article 28(3) GDPR.
International transfers require a valid transfer mechanism where applicable. Incident-notification timing is set in the applicable addendum.
16. Warranties, third-party services and models
- Authority. Each party warrants that it has authority to enter this agreement.
- Acceptance warranty. Tealbrick warrants that, during the acceptance period, the Accepted Release will materially conform to the agreed acceptance criteria when operated in the supported environment.
- Services warranty. Tealbrick performs services with reasonable skill and care. If services do not materially conform to the order form and Partner reports it in writing within 30 days after performance, Tealbrick re-performs them. If re-performance fails, Partner may terminate the affected services and receive a refund of the fees paid for them. This is the complete remedy for non-conforming services, without prejudice to section 18 item 1.
- What is not promised. Beyond items 2 and 3 and the Support Period duties, Tealbrick does not promise that the Software, Portal or services are fit for a particular purpose, accurate, uninterrupted or free of vulnerabilities. Open-source software is provided under the warranty and liability terms of its own licence, and Apache-licensed software is provided without warranty.
- Deterministic software; customer-supplied agents and models. Tealbrick is deterministic software. Tealbrick does not provide, train or host AI models. Features that call a model (Knowledge research and embeddings; optional CLI agent runs) call the provider that Partner or the client picked, with their own key, under their own contract with that provider. Tealbrick ships default model names for Knowledge (Terms of Service, section 3.2). Agents and models are Customer-Supplied Components chosen, configured, run and paid for by Partner or the client. All agent decisions, outputs and actions are the responsibility of Partner and the client. Grants, holds, approvals, pause and revoke are configurable software tools operated by Partner and the client, not a safety guarantee. For any AI system that Partner or the client assembles, they are its deployer and, where they put it into service under their own name, its provider (Regulation (EU) 2024/1689). The model-calling features are minimal-risk features not intended for any use listed in Annex III of that regulation. The Software does not provide legal, medical, financial or other regulated professional advice.
- Third-party services. Railway or another host, model providers, Composio, chat platforms and other connected services are Customer-Supplied Components, governed by their own terms between their provider and Partner or the client. They are outside the Software and the services.
17. Suspension and termination
Either party may terminate services and support for a material breach that is not cured within 30 days after written notice (15 days for non-payment). No cure period applies to a breach of the licence restrictions on non-public materials, the Tealbrick Software Licence (sections C4 to C6), the Brand Use Policy or the Acceptable Use Policy where the breach cannot be cured, or to intentional security compromise. Either party may terminate with immediate effect if the other enters bankruptcy, restructuring, liquidation or a similar procedure, or stops paying its debts, to the extent the applicable insolvency law allows. Ending services or the business relationship does not by itself end a fully paid lifetime licence.
If Partner materially breaches the licence restrictions, confidentiality or security obligations and does not cure within the period above, Tealbrick may terminate the Portal deployment right. Portal then stops deploying, updating and issuing grants for the Deployments concerned. Software already installed in the client’s infrastructure stays there. Rights under an open-source licence are not affected. Partner must stop using and delete any non-public materials delivered under this agreement, and confirm deletion in writing within 30 days. Partner may keep one inaccessible archival copy only where the law requires it and only for the period it requires.
If Partner undergoes a change of control in favour of a competitor of Tealbrick, Tealbrick may terminate services (not paid licences) with 30 days’ notice.
Sections 3 (restrictions on non-public materials and brand rules), 12 (accrued fees), 13, 14, 15, 16 items 4 to 6, 17, 18 and 19, and section 6.2 item 8, survive termination.
18. Liability and compensation
Each item is independent; if one is invalid, the others still apply.
- Mandatory liability. Nothing limits liability for intent, gross negligence, harm to life, body or health, liability under mandatory product liability law, or other liability that mandatory law does not allow to limit. Items 3 to 6 do not apply to these cases.
- Scope. Tealbrick does not store, back up or protect data in the client’s infrastructure. For Workspace Data in Portal its duties are those in the Data Processing Addendum. Agent and model decisions, outputs and actions are those of Partner and the client. Unless the order form adds a service level, Portal availability is not a contractual duty, and unavailability of Portal for any reason, including outages of Tealbrick’s hosting, identity, payment, DNS or code-hosting vendors, is not a breach.
- Foreseeable loss. Taking into account the scope in item 2 and section 16, and the fees, the parties agree that the highest loss each party could foresee at signature as a possible result of its breach (Slovak Commercial Code, § 379) is the fees paid and payable under the relevant order form in the 12 months before the event, and at least EUR 5,000. The parties do not foresee loss of profit, revenue or goodwill as a likely result of a breach.
- Cap. Separately and in addition, each party’s total liability under each order form is limited to the amount in item 3.
- Credentials and keys held by Portal. If an unauthorised person obtains a hosting-account token that Portal holds for a Deployment, or Tealbrick’s configuration signing keys, because Tealbrick breached its security duties, the amounts in items 3 and 4 are replaced, for the loss that follows, by the greater of three times those amounts and EUR 25,000.
- Contribution. A party is not liable for the part of a loss that the other party caused or contributed to, or could have avoided, including by not installing a Security Update or not keeping backups.
- IP compensation by Tealbrick. If a third party claims that the proprietary Tealbrick Software, as delivered and used under this agreement, infringes its copyright or trademark in the EU, Tealbrick compensates Partner for amounts finally awarded or agreed in a settlement Tealbrick approves, and for reasonable defence costs. Tealbrick may modify or replace the item, obtain a licence, or terminate the affected licence and refund its fees less a pro-rata amount over 3 years. This does not apply to open-source components, Customer-Supplied Components, modifications not made by Tealbrick, combinations with items not supplied by Tealbrick, or use in breach of this agreement. Tealbrick’s liability under this item is limited to two times the amount in item 3. This is the complete remedy for IP infringement claims, without prejudice to item 1.
- Compensation by Partner. Partner compensates Tealbrick for amounts Tealbrick must pay to third parties, including clients, and for reasonable defence costs, where the claim arises from: Partner’s services to the client; client or Partner data; agents, models and other Customer-Supplied Components and their outputs and actions; Partner’s or the client’s breach of law or of the Acceptable Use Policy; or Partner’s misuse of the Brand Assets. To the extent the law allows, this includes administrative fines imposed on Tealbrick because of Partner’s or the client’s instructions.
- Procedure. The party seeking compensation gives prompt notice, lets the other party take part in the defence, and gives reasonable help at the other party’s cost. Partner keeps the bridge and app logs of each Deployment for at least 12 months and provides those needed for the defence.
19. General
- Independent contractors. The parties are independent contractors; this agreement does not create employment, agency, partnership or fiduciary duty.
- Assignment. Partner may not assign or transfer this agreement or any licence without Tealbrick’s prior written consent. Partner consents in advance to Tealbrick assigning this agreement to an affiliate or to a successor of the Tealbrick business, with written notice.
- Subcontractors. Tealbrick may use subcontractors only within the confidentiality, security and data-processing limits agreed here.
- Non-solicitation. During the agreement and 12 months after it, Partner does not actively solicit Tealbrick’s employees or contractors who worked on Partner’s engagements. General job adverts are allowed.
- Publicity. Neither party may name the other as a customer or partner in public without consent, except that Tealbrick may list Partner’s name and logo as a deployment partner during the agreement.
- Notices. Formal notices go to the addresses in the order form; notices to Tealbrick also to legal@tealbrick.com.
- Force majeure. Neither party is liable for a failure to perform a duty other than payment, to the extent it is caused by an obstacle beyond its control that it could not reasonably foresee or overcome (Slovak Commercial Code, § 374), such as war, terrorism, civil unrest, epidemic, natural disaster, acts of authorities, or large-scale internet or power failures. If such an obstacle lasts more than 60 days, either party may terminate the affected order form with notice; fees for services not yet performed are refunded.
- Export and sanctions. Each party will comply with applicable export, sanctions and trade-control law.
- Entire agreement. This agreement and the signed order form are the complete agreement for their subject and supersede prior discussions on that subject. Marketing statements are descriptions, not promises, unless this agreement repeats them.
- Amendment and waiver. Amendments and waivers must be in writing and signed by authorised representatives.
- Severability. If a provision is invalid or unenforceable, the rest remains in force. The parties replace it with a valid provision that comes closest to its economic purpose.
- Electronic signature. Counterparts and electronic signatures are permitted to the extent valid under the governing law.
- Governing law and venue. This agreement is governed by Slovak law, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. The competent court of the Slovak Republic determined by the registered office of Tealbrick (Polygonface s.r.o.) has exclusive jurisdiction.
20. Deployment order
Each engagement uses a signed order form. The order form lists the Partner and client organisations, the Authorised Environments and hosting provider, the mini apps and other products, the services, the acceptance evidence and review period, the commercial and support elections, and the notice addresses. It also records any exclusions and accepted exceptions. Tealbrick and Partner both sign the order form.
Contact
Polygonface s.r.o., Sládkovičova 60, 974 05 Banská Bystrica, Slovakia. Partner enquiries: support@tealbrick.com. Legal notices: legal@tealbrick.com. Tealbrick is a brand of Polygonface s.r.o.