1About these terms
1.1These terms of service (the Terms) are a contract between Spectrace Ltd, a company registered in England and Wales with company number 17472485, whose registered office is at 128 City Road, London EC1V 2NX, United Kingdom (Spectrace, we or us), and the business or organisation that uses Spectrace (the Customer or you).
1.2They cover the website at spectrace.io, the Spectrace web application, the GitHub App, GitLab merge request verification, the MCP server, the VS Code extension, the API and any related services we provide (together, the Service), and the documentation we publish for it at spectrace.io/docs (the Documentation).
1.3You accept these Terms when you create an account, accept an invitation to a workspace, start a trial or subscription, or otherwise use the Service. If you accept them for an organisation, such as your employer, you confirm that you are authorised to bind it, and "you" then means that organisation. If you are not authorised, do not accept these Terms or use the Service for that organisation.
1.4The
Data Processing Addendum forms part of these Terms and applies whenever we process personal data on your behalf. Our
Privacy Policy explains how we handle personal data for our own purposes; it is not part of this contract.
1.5If you have signed a separate agreement with us, for example for the Enterprise plan, that agreement prevails where it conflicts with these Terms. Otherwise, if documents conflict, the Data Processing Addendum prevails on data protection matters, then these Terms, then the Documentation.
2Who can use Spectrace
2.1Spectrace is a professional tool for software teams. We offer it only to businesses and other organisations, and to individuals acting for purposes relating to their trade, business, craft or profession. We do not offer it to consumers. By accepting these Terms you confirm that you are using the Service for those business purposes.
2.2You must be at least 18 years old to create an account.
2.3Each of us will comply with the sanctions and export control laws of the United Kingdom, the European Union, the United Nations and the United States that apply to it. You may not use the Service if you are located in, ordinarily resident in or organised under the laws of a country or territory subject to comprehensive sanctions (currently including Cuba, Iran, North Korea and the Crimea, Donetsk and Luhansk regions of Ukraine), or in Russia or Belarus; if you are connected with Russia within the meaning of UK sanctions law; if you are named on a sanctions or restricted-party list of any of them, or owned 50% or more by or acting for someone who is; or if providing the Service to you would otherwise breach those laws.
2.4We may decline to open an account or workspace, or to accept a subscription, for any lawful reason.
3Accounts, workspaces and users
3.1A workspace is your organisation's space in the Service. Each person who uses it (a User) has their own account and a role in the workspace: owner, admin or member. Owners and admins manage the workspace's members, invitations, connected services and billing. The Documentation describes what each role can do.
3.2You are responsible for your Users and for everything done in your workspaces, including making sure your Users comply with these Terms. When someone leaves your organisation, remove them from your workspaces.
3.3Each account is for one person. Keep sign-in details and API keys secure and confidential, do not share accounts, and use API keys only in systems you control. Tell us straight away at
hello@spectrace.io if you suspect that an account, API key or workspace has been accessed without permission.
3.4A User who joins a workspace by invitation uses the Service under that workspace's plan, and the Customer who controls the workspace is responsible for them. Each User also agrees to these Terms, including clause 10, for their own use of the Service.
3.5Keep your account details accurate. We send notices about your account and workspaces to the email addresses on your accounts.
4Plans, allowances and trials
4.1The Service is offered on the Free, Pro, Teams and Enterprise plans. What each plan includes, including its monthly allowances and limits, is described in the Documentation under
Plans and limits and shown before you subscribe. Free and Pro are for one person. Teams is for any number of people and is billed per seat (clause 5.4). Enterprise is available only under a signed agreement.
4.2Allowances. Each plan includes monthly allowances of pull request checks and AI credits. Allowances reset on the first day of each calendar month (UTC), including on annual plans and during a trial, and unused allowance does not carry over. When an allowance is used up, the work it covers stops until the allowance resets or you move to a larger plan. We do not charge for use beyond an allowance.
4.3Usage ceiling. To protect the Service and our customers from runaway use, such as a misconfigured script, each workspace also has a monthly ceiling on the cost of the AI work it can run. The ceiling is set well above ordinary use of each plan. If a workspace reaches it, AI work pauses until the next month; contact us if this affects you.
4.4Free plan. The Free plan costs nothing. We may change its allowances or features, or stop offering it, on at least 30 days' notice.
4.5Free trial. Pro and Teams each come with a free trial of 7 days, available once per workspace. To start a trial you add a payment method, which is not charged during the trial. A trial includes the plan's full allowances. We email the workspace's owners and admins before the trial ends, with the date of the first charge. Unless you cancel before the trial ends, your subscription starts automatically when the trial ends, and we charge your payment method the price shown when you started the trial, plus any tax. A workspace that has had a trial or a subscription before cannot start another trial.
4.6Complimentary plans. We may give a workspace a plan without charge, for example during a beta, for a period we tell you. When it ends, the workspace moves to the Free plan unless you subscribe.
4.7Beta features. Features we label as beta, preview or early access are offered for evaluation. They may change or be withdrawn at any time and are provided as they are, without the commitment in clause 16.1.
5Prices, payment and tax
5.1Our list prices are below. They are in US dollars and exclude tax. The price that applies to your subscription is the one shown before you pay.
| Plan | Billed monthly | Billed annually |
|---|
| Free | $0 | $0 |
| Pro, for one person | $11.99 a month | $129.48 a year |
| Teams, per seat, minimum 3 seats | $9.99 a seat a month | $107.88 a seat a year |
| Enterprise | Set in a signed agreement |
The smallest Teams subscription is therefore $29.97 a month or $323.64 a year, before tax.
5.2Tax. Prices exclude VAT, sales tax and similar taxes. We add them at checkout where they apply, based on your billing address and any tax ID you give us, so keep both up to date in the billing portal. If you give us a VAT or other business tax ID, you confirm that it is valid and belongs to the business using the Service; the reverse charge may then apply, in which case you account for the tax yourself. Without a valid tax ID, we charge tax as the law requires for a customer who is not registered. You are responsible for all taxes on your purchases other than taxes on our income. If the law requires you to withhold tax from a payment to us, you will increase the payment so that we receive the full amount we would have received without the withholding.
5.3Payment. Our payment processor, Stripe, takes payments for us. You authorise us to charge your payment method, through Stripe, for each billing period, for the seat and plan changes described in these Terms, and for applicable tax, until your subscription ends. Charges are made in US dollars; your bank may add its own currency conversion fees. Invoices and receipts are available in the billing portal, which you reach from the Service under Settings, Billing.
5.4Teams seats. On Teams, every workspace member is a billed seat, and so is every invitation that has been sent and not yet accepted, revoked or expired. Invitations expire after 7 days. A Teams subscription is never billed for fewer than 3 seats. We update the number of billed seats automatically when an invitation is sent, accepted, revoked or expires and when a member leaves or is removed; you cannot set the number yourself.
- Monthly billing: an added seat is charged for the rest of the billing period, pro rata, on your next invoice. When a member is removed, the unused time on their seat is credited.
- Annual billing: an added seat is invoiced straight away for the rest of the annual period, pro rata. When a member is removed, their seat stays paid until the subscription renews.
- On both, a seat held by an invitation that expires or is revoked before anyone accepts it is credited for its unused time.
Credits are applied to your future invoices. They are not paid out in cash, except as clause 6.5 or 19 provides.
5.5Failed payments. If a payment fails, Stripe retries it and we email the workspace's owners and admins. The paid plan keeps working while the payment is retried. If the final retry fails, the subscription is cancelled and the workspace moves to the Free plan; nothing in the workspace is deleted. Amounts that were due remain payable.
5.6Price changes. We may change our prices. We will email the workspace's owners at least 30 days before a new price applies to an existing subscription, and the new price will apply from the first renewal after that notice period. If you do not want to pay the new price, cancel before it applies.
5.7Questions about a charge. If you think we have charged you in error, tell us at
hello@spectrace.io within 60 days of the charge, and we will look into it promptly.
6Renewal, plan changes, cancellation and refunds
6.1Automatic renewal. A paid subscription renews automatically at the end of each billing period, monthly or annually as you chose, for another period of the same length. We charge your payment method the price that then applies, plus tax, at each renewal until you cancel.
6.2Cancelling. You can cancel at any time in the Service, under Settings, Billing, or in the billing portal. A cancellation takes effect at the end of the billing period you have paid for: you keep the paid plan until then and are not charged again. You can undo a cancellation before the period ends. When it ends, the workspace moves to the Free plan.
6.3Moving to a lower plan. Nothing in a workspace is deleted when it moves to a lower plan. Everything stays readable and exportable, and features the lower plan does not include stop taking new work.
6.4Changing plans. You can move between Pro and Teams, and from monthly to annual billing, in the Service. The change takes effect straight away, and the price difference for the rest of the current period is charged or credited at once. A workspace with more than one seat cannot move from Teams to Pro. Moving from annual to monthly billing is not available; to make that change, cancel the annual subscription and subscribe monthly when it ends.
6.5Refunds.
- Monthly billing: payments are not refundable, including for part of a month.
- Annual billing: if, within 14 days after an annual payment (the first one or a renewal), you ask us at hello@spectrace.io to cancel and refund, we will end the subscription straight away and refund the unused part of that payment, calculated by day. The workspace then moves to the Free plan.
- A seat removed from an annual Teams subscription is not refunded. It stays paid until the subscription renews.
Refunds go back to the payment method that was charged. This clause does not limit any refund that clause 15.3, 16.1, 19.3, 19.4 or 20.2 provides or that the law requires.
7Your content
7.1Customer Content means everything you or your Users put into the Service or connect to it, such as requirements, acceptance criteria, test cases, comments, attachments, imported documents and issues, source code and pull request data from connected repositories, messages from connected tools, and the AI Output generated for you (clause 8).
7.2You own your Customer Content. These Terms do not give us any rights in it except the licence in clause 7.3.
7.3You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, process, transmit and display Customer Content only as needed to provide, secure and support the Service for you, to follow your instructions given through the Service (for example to send content to our AI provider to generate output, or to post a verification result on a pull request), and to comply with the law. The licence ends when the content is deleted from the Service, subject to clause 19.
7.4We do not use Customer Content to train artificial intelligence models, and our agreement with our AI provider does not allow it to do so. We will not change this without your prior written agreement.
7.5You are responsible for your Customer Content, and for having all the rights, permissions and notices needed for us to process it under these Terms, including for personal data and for repositories you connect. Unless we agree otherwise in writing, do not put into the Service special category or criminal offence personal data, payment card data, technical data controlled under export control laws (such as the US International Traffic in Arms Regulations or Export Administration Regulations), or other data whose processing needs a certification or authorisation we do not hold.
7.6Usage data. We record how the Service is used, such as actions taken, allowances used, errors and performance (Usage Data). We use Usage Data to operate, secure, support, bill for and improve the Service. Usage Data does not include the contents of your Customer Content, and we will not share it in a form that identifies you or your Users, except as our Privacy Policy describes.
7.7Export and copies. You can export your content in the formats the Documentation describes. If you need an export the Service does not offer, ask us and we will help with reasonable requests at no charge. You are responsible for keeping your own copies of any Customer Content you need.
8AI features
8.1The Service uses artificial intelligence models from third-party providers, currently OpenAI, for features such as extracting requirements from documents and messages, suggesting acceptance criteria, generating test cases, checking requirements for ambiguity and verifying pull requests against requirements (AI Features). Content an AI Feature produces for you is AI Output.
8.2To provide an AI Feature, we send the Customer Content it needs to our AI provider, which processes it for us as a sub-processor under the Data Processing Addendum.
8.3AI Output can be wrong, incomplete or out of date, and similar output may be produced for other customers. A verification result, including a finding that a pull request does or does not meet a requirement, supports your own review. It is not a guarantee that code is correct, complete, secure or compliant, and it does not replace your own review and testing. AI Output is not legal, compliance, security or employment advice. Review it before you rely on it, merge code or share it.
8.4AI Output generated for you is Customer Content. We assign to you any rights we have in it, to the extent the law recognises rights in it.
8.5If you connect your own AI tool to the Service, for example an AI coding agent through the MCP server, or an AI assistant through the VS Code extension, content sent to that tool is handled under your agreement with its provider, and we are not responsible for it.
8.6AI Features are designed to help with software work, such as checking whether code meets its requirements. They are not designed to evaluate people, and they are not used to make decisions about individuals that have legal or similarly significant effects on them. You must not use them to evaluate, rank or make decisions about individual people, such as rating a developer's performance, or to infer anyone's emotions.
8.7Where the Service labels or marks content as generated by AI, do not remove or hide that label or marking when the law requires it to stay.
9Connected services
9.1The Service works with third-party services you choose to connect, such as GitHub, GitLab, Jira, Linear and Slack (Connected Services). When you connect one, you authorise us to access it with the permissions you grant, to read data from it, and to act in it on your instructions, for example posting verification results on pull requests, creating or updating issues, or sending Slack messages.
9.2Your use of a Connected Service is governed by your agreement with its provider. We do not control Connected Services and are not responsible for them, for their availability, or for changes they make that affect the Service.
9.3You can disconnect a Connected Service in the Service at any time. To stop all access you may also need to remove our app or revoke our access in the Connected Service itself.
12Our intellectual property
12.1We and our licensors own the Service, including its software, design, Documentation and trade marks, and all intellectual property rights in them. Apart from the rights these Terms expressly give you, no rights in the Service pass to you.
12.2Subject to these Terms, we give you a non-exclusive, non-transferable right, for as long as you have an account, for your Users to use the Service for your internal business purposes.
12.3Parts of the Service may be made available under an open-source licence. Where a component comes with such a licence, the licence governs your use of that component.
12.4If you give us feedback or suggestions, we may use them freely without paying you or crediting you.
12.5We will not use your name or logo in our marketing without your permission.
16Warranties and disclaimers
16.1During a paid subscription, the Service will perform materially as the Documentation describes. If it does not, tell us, and we will use reasonable efforts to correct it. If we cannot correct it within a reasonable time, either of us may end the affected subscription, and we will refund what you prepaid for the unused part of the billing period. This is your only remedy for a breach of this clause 16.1.
16.2Each of us confirms that it has the power to enter into these Terms.
16.3Apart from what these Terms expressly say, the Service is provided as it is and as available. To the extent the law allows, we exclude all other warranties, conditions and terms, whether express or implied by statute, common law or otherwise, including those of satisfactory quality and fitness for a particular purpose. The Free plan, trials and beta features come without the commitment in clause 16.1.
16.4We do not promise that AI Output, verification results or test cases will be accurate or complete, or that the Service will find every defect, vulnerability or gap in your code or requirements.
18Limits on liability
18.1Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited or excluded by law. Nor do these limits apply to your obligation to pay what you owe us or to your obligations under clause 17.
18.2Subject to clause 18.1, neither of us is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, revenue, business, contracts, anticipated savings or goodwill, or for any indirect or consequential loss, arising under or in connection with these Terms.
18.3Subject to clause 18.1, each party's total liability to the other arising under or in connection with these Terms, in any 12-month period, is limited to the greater of the fees paid and payable by you for the Service in the 12 months before the event giving rise to the claim, and £100.
18.4Each of us agrees these limits are reasonable, taking into account the price of the Service, that you can export your content at any time, and that each of us can insure against the risks it bears.
19Ending these terms and your data
19.1These Terms apply from when you accept them until you no longer have an account or workspace with us.
19.2You can stop using the Service at any time. You can delete your account under Settings, Account; the deletion completes 30 days after you confirm it, and you can cancel it before then. Cancelling a paid subscription does not close a workspace; the workspace moves to the Free plan. To close a workspace that has other members, contact us.
19.3We may end these Terms, or close a workspace or account: if you seriously breach these Terms and, where the breach can be put right, you have not put it right within 14 days after we ask you to; if you become insolvent or enter any arrangement with your creditors; straight away, where the law requires it or it is needed to protect the Service or others from serious harm; or for any other reason, on at least 30 days' notice. If we end a paid subscription under the last of these, we will refund what you prepaid for the unused part of the billing period.
19.4You may end a paid subscription by notice if we seriously breach these Terms and do not put the breach right within 30 days after you ask us to. We will then refund what you prepaid for the unused part of the billing period.
19.5If we close a workspace for a reason other than your own deletion of it, we will first give you at least 30 days to export its Customer Content, unless the law prevents it or the closure is for a serious breach of clause 10. After a workspace is closed or deleted, we delete its Customer Content as the Data Processing Addendum sets out.
19.6Switching to another provider. You can ask us at any time, by emailing
hello@spectrace.io, to help you move your Customer Content to another provider or to your own systems, or to export it and then erase it. The EU Data Act requires this for customers in the European Union, and we offer it to every customer on the terms in clauses 19.7 to 19.10.
19.7The switch starts on the date you ask for, which can be up to 2 months after your request. We then complete it within a transitional period of 30 days, which you may extend once. If 30 days is technically unfeasible, we will tell you within 14 working days of your request, explain why, and propose a period of no more than 7 months. Throughout, we keep the Service running, help you in good faith, keep your data secure, and tell you about any known risk to continuity.
19.8You can export all of your Customer Content in structured, commonly used, machine-readable formats: requirements, acceptance criteria, test cases, comments, attachments, imported documents and issues, traceability links, review comments and approvals, workspace settings, audit logs and AI Output. Copies of repository code and the embeddings derived from your content are available on request. Excluded, because they are specific to how the Service works internally, are our prompts, system instructions, internal logs and metrics. The Documentation describes the export formats, and the Privacy Policy and the Data Processing Addendum say where your data is stored and how we respond to requests from public authorities.
19.9After the transitional period you have at least 30 days to retrieve your data. When that period ends, or the switch is complete if that is earlier, these Terms end for the workspaces concerned and we erase their Customer Content as the Data Processing Addendum sets out.
19.10We do not charge for switching or for exporting your data. If you switch during an annual subscription, clause 6.5 sets out what is refunded.
19.11Clauses that by their nature are meant to continue after these Terms end continue, including clauses 7.2, 12, 13, 16.3, 16.4, 17, 18, 21 and 22, and clause 5 for amounts still due.
21General
21.1You may not assign or transfer your rights or obligations under these Terms without our written consent. We may assign them to a company in our group, or to anyone who acquires all or most of our business or assets, and we will tell you if we do.
21.2We may use subcontractors and sub-processors to provide the Service, and we remain responsible for their performance of our obligations.
21.3Neither of us is liable for a delay or failure caused by events beyond its reasonable control, except for obligations to pay.
21.4We send notices to the email addresses on the accounts of your workspace owners, or for a single-person plan, on your account. You send notices to
hello@spectrace.io. An email notice is received when it is sent, unless the sender is told it could not be delivered.
21.5These Terms, with the Data Processing Addendum and any signed agreement, are the entire agreement between us about the Service and replace any earlier understandings. Each of us confirms it has not relied on any statement that is not in them. This does not limit liability for fraudulent misrepresentation.
21.6If a court finds part of these Terms unenforceable, the rest continues to apply. A delay in enforcing a right is not a waiver of it.
21.7Only you and we have rights under these Terms. No one else may enforce them under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
21.8We are independent contractors. Nothing in these Terms creates a partnership, agency or employment relationship.
21.9Our point of contact for users and for authorities, including under the EU Digital Services Act, is
hello@spectrace.io. We communicate in English.
21.10These Terms are in English. We do not file a separate copy of your contract: the version that applies stays available on this page, and you can save or print it.