Terms of Service

1. About us

SmartUGC is operated by Silly Spider Ltd, a private limited company registered in England and Wales with company number 10723431 and registered office at 1 Railway Terrace, Sunderland, SR4 0PA, United Kingdom, trading as "smartUGC.ai". References to "we", "us" or "our" are to Silly Spider Ltd trading as smartUGC.ai.

You can contact us at [email protected] for support and legal notices.

2. Definitions

• Service means the SmartUGC platform, including the websites at smartugc.ai and app.smartugc.ai, all related applications and APIs, and any content, tools or features made available through them.
• Account means the account you create to access the Service.
• User Content means any text, images, audio, video, scripts, prompts, brand assets or other materials you upload to or generate through the Service.
• Outputs means images, videos, audio and other media generated by the Service in response to your User Content or instructions.
• Plan means a paid subscription tier offered for the Service.
• Credits means the units of usage allocated under a Plan or purchased separately, which are consumed when you generate Outputs.
• Consumer has the meaning given in the Consumer Rights Act 2015 (an individual acting wholly or mainly outside their trade, business, craft or profession).

3. Your account

You must be at least 18 years old to create an account. By registering, you confirm that you have the legal capacity to enter into these Terms (and, if you are doing so on behalf of a business, that you have authority to bind that business).

You are responsible for keeping your login credentials confidential and for all activity on your Account. You must notify us promptly at [email protected] if you suspect unauthorised access. We may require you to reset credentials at any time if we reasonably believe security has been compromised.

You agree to provide accurate, current and complete information at registration and to keep it up to date.

4. The Service

SmartUGC is an AI-assisted video creation platform. It uses third-party AI models to generate images, video and synthesised speech from prompts, scripts and assets that you provide.

We may add, change, remove or suspend features at any time, including model availability, quality settings or output formats. Where a change materially reduces the functionality of a Plan you have paid for, we will give you reasonable advance notice and, where required by law, a pro-rata refund.

5. AI-generated content

You acknowledge that Outputs are produced by machine learning models and may be inaccurate, incomplete, biased, offensive or otherwise unsuitable for your purpose. Outputs are not unique: similar prompts may produce similar Outputs for other users. You are solely responsible for reviewing Outputs before relying on them or making them public.

We do not warrant that Outputs are free from third-party rights, fit for any commercial purpose, or compliant with the laws or platform policies of any jurisdiction in which you choose to publish them. You must check Outputs for accuracy, lawfulness and rights clearance before use.

6. Your content and licences

You retain ownership of your User Content. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, modify and process User Content solely so far as necessary to provide and improve the Service, to enforce these Terms, and to comply with our legal obligations. This licence ends when you delete the relevant User Content or close your Account, except where we are required to retain copies for legal, regulatory or backup purposes.

Subject to your compliance with these Terms and to the rights of any third-party model providers, you own the Outputs you generate. You may use Outputs for personal or commercial purposes. You grant us a non-exclusive, royalty-free licence to store, display and process Outputs to the extent necessary to deliver the Service to you.

You warrant that you have all rights necessary in the User Content you upload, including rights in any names, likenesses, logos, scripts, music or other materials, and that your use of the Service does not infringe any third party's rights.

7. Acceptable use

You must not use the Service to create, upload, store or distribute content that:

• is unlawful, defamatory, obscene, threatening, harassing or hateful;
• sexualises, exploits or endangers any minor, including any depiction that constitutes a child sexual abuse image under UK law;
• depicts a real person without their verifiable consent (including non-consensual intimate imagery, deceptive deepfakes, or impersonation of public figures for deception);
• infringes any third-party intellectual property, privacy, publicity or contractual right;
• contains malware, exploits, or attempts to interfere with the security or integrity of the Service;
• promotes terrorism, extreme violence, self-harm, or coordinated election or public health misinformation;
• relates to regulated goods or services in a way that breaches advertising rules (including the UK CAP/BCAP Codes) or financial promotion rules;
• is intended to circumvent rate limits, scrape the Service at scale, or train competing AI models.

We may use automated and manual review to detect breaches of this section. We may remove or refuse to generate any content, and suspend or terminate Accounts, where we reasonably believe these rules have been broken.

8. Plans, credits and billing

Paid Plans are billed in advance on a monthly or annual basis at the price shown at checkout. Prices are quoted in GBP unless stated otherwise and are exclusive of VAT, which will be added at the prevailing rate where applicable.

Each Plan includes an allocation of Credits which renews at the start of each billing period. Unused Credits do not roll over to the next period unless we expressly say so on your Plan page. Credits have no cash value, are non-transferable, and cannot be exchanged for refunds except where required by law (see clauses 10 and 11).

Subscriptions renew automatically at the end of each billing period at the then-current price for your Plan, until cancelled. Payment is taken via our payment processor (Stripe). You authorise us, and our payment processor, to charge your payment method for all subscription fees and any taxes due.

If a payment fails, we may retry the charge, downgrade your Plan, suspend access, or terminate your Account. You remain liable for amounts properly due before suspension or termination.

9. Free trials and promotional offers

We may offer free trials or promotional credits. Eligibility, duration and any conditions will be stated at the point of sign-up. Unless cancelled before the trial ends, your Account will convert to a paid Plan and your payment method will be charged at the standard price.

10. Right to cancel (consumers only)

If you are a Consumer in the UK, you have a statutory right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 to cancel your purchase within 14 days of the contract being formed, without giving any reason.

Important: the Service supplies digital content. By starting to use the Service, generating any Output, or otherwise consuming Credits within the 14-day cancellation period, you expressly request that performance begins during the cancellation period and acknowledge that you will lose your right to cancel once performance has begun. If you do not wish to lose this right, do not use the Service until the 14-day period has expired.

To exercise the right to cancel before performance has begun, please email [email protected] with your Account details and a clear statement that you wish to cancel. We will refund any payments taken using the same method of payment within 14 days of receiving your cancellation notice.

11. Cancelling your subscription

You may cancel your subscription at any time from the billing area of your Account. Cancellation takes effect at the end of your current billing period: you keep access to paid features until then, and we do not refund the unused portion of the period (subject to clause 10 and your statutory rights).

12. Service availability

We aim to make the Service available 24/7 but do not guarantee uninterrupted access. The Service may be unavailable during maintenance, due to issues with third-party providers, or for reasons outside our reasonable control. We do not offer a service-level agreement unless one is separately agreed in writing.

13. Suspension and termination

We may suspend or terminate your Account, with or without notice, if:

• you breach these Terms (including the acceptable use rules in clause 7);
• we are required to do so by law, regulation, or a binding order of a competent authority;
• a third-party model provider revokes access to a model on which the Service relies and no equivalent replacement is available;
• continuing to provide the Service to you presents an unacceptable risk to us, our providers, or other users.

You may close your Account at any time by emailing [email protected]. Closing your Account does not entitle you to a refund of fees already paid except as required by law.

14. Intellectual property

All intellectual property rights in the Service (excluding User Content and Outputs as described above) belong to us or our licensors. You may not copy, modify, reverse engineer, sublicense, sell, or create derivative works of the Service or its underlying software, except to the extent that applicable law permits and we cannot lawfully exclude.

"SmartUGC" and our logos are our trade marks. You may not use them without our prior written consent.

15. Third-party services

The Service relies on third-party AI model providers (which currently may include Google Vertex AI, OpenRouter, fal.ai and ElevenLabs) and on payment processing by Stripe. Your use of the Service is also subject to those providers' applicable terms in respect of their underlying services. We may change providers from time to time without notice.

16. Data protection

We process personal data in accordance with the UK GDPR and the Data Protection Act 2018. Our handling of personal data is described in our Privacy Policy, which forms part of these Terms by reference. By using the Service you confirm that you have read it.

17. Consumer rights

Nothing in these Terms affects your statutory rights as a Consumer, including your rights under the Consumer Rights Act 2015 (which require, among other things, that services are performed with reasonable care and skill, and that digital content is of satisfactory quality, fit for purpose and as described).

18. Disclaimers

Subject to clause 17 and clause 19, and to the maximum extent permitted by law, the Service is provided on an "as is" and "as available" basis. We do not warrant that the Service will be error-free, that defects will be corrected, that Outputs will meet your requirements, or that the Service will be compatible with any third-party platform on which you intend to publish Outputs.

19. Liability

Nothing in these Terms limits or excludes our liability for:

• death or personal injury caused by our negligence;
• fraud or fraudulent misrepresentation;
• any matter for which it would be unlawful for us to limit or exclude liability, including (where you are a Consumer) your statutory rights under the Consumer Rights Act 2015.

If you are a Consumer: we are responsible for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these Terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it is obvious that it will happen, or if at the time the contract was made both we and you knew it might happen. We only supply the Service for domestic and private use. If you use the Service for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

If you are a business user: subject to the paragraph above, we shall not be liable to you for any loss of profits, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, loss or corruption of data, or any indirect or consequential loss arising under or in connection with these Terms, the Service or any Output, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise. Our total aggregate liability to you in respect of all losses arising under or in connection with these Terms, however caused, shall not exceed the greater of (a) the total fees paid by you to us under these Terms in the 12 months immediately preceding the event giving rise to the claim and (b) £100.

20. Indemnity (business users only)

If you are a business user, you agree to indemnify us against all liabilities, costs, expenses, damages and losses (including reasonable legal fees) suffered or incurred by us arising from or in connection with: (a) your User Content; (b) your use of any Output in breach of these Terms or applicable law; or (c) your breach of clause 7 (Acceptable Use).

21. Force majeure

We will not be liable for any failure or delay in performance to the extent caused by an event outside our reasonable control, including industrial action, internet or telecoms failure, denial-of-service attack, fire, flood, war, civil disturbance, epidemic, or failure of an upstream model or hosting provider. We will take reasonable steps to mitigate the impact of any such event.

22. Changes to these Terms

We may update these Terms from time to time. If we make a material change, we will give you reasonable notice (for example by email or in-app notice) before the change takes effect. Your continued use of the Service after the change becomes effective is your acceptance of the updated Terms. If you do not accept a change, you may close your Account in line with clause 13.

23. Notices

Legal notices to us must be sent to [email protected] and also in writing to our registered office at 1 Railway Terrace, Sunderland, SR4 0PA, United Kingdom. Notices to you may be sent to the email address associated with your Account or posted in the Service.

24. General

• Assignment. You may not assign or transfer your rights under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms to any group company or successor in business.
• No waiver. A failure or delay by either party to enforce any right is not a waiver of that right.
• Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force.
• Entire agreement. These Terms (together with our Privacy Policy and any order confirmation) constitute the entire agreement between you and us in relation to the Service and supersede any prior agreement.
• Third-party rights. A person who is not party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999.

25. Governing law and jurisdiction

These Terms, their subject matter and their formation are governed by the laws of England and Wales. You and we both agree that the courts of England and Wales have exclusive jurisdiction to hear and determine any dispute arising under or in connection with these Terms, except that if you are a Consumer resident in Scotland or Northern Ireland you may also bring proceedings in the courts of the part of the United Kingdom in which you are resident.

26. Contact us

Questions about these Terms? Email [email protected], or write to Silly Spider Ltd (trading as smartUGC.ai), 1 Railway Terrace, Sunderland, SR4 0PA, United Kingdom.