Terms of Service

Last updated: 14 April 2026 | Effective: 14 April 2026

These Terms of Service ("Terms") govern your use of the Fencepost platform and services operated by ScaleRight AI Ltd ("we", "us", "our"), a company registered in England and Wales.

By accessing or using Fencepost, you agree to be bound by these Terms.

1. Definitions

• "Service" means the Fencepost cost control platform, including the managed hosting service, the fencepost-sidecar software, and the fencepost.dev website.
• "Customer" means any individual or entity that creates an account or purchases a subscription.
• "BYOK" means Bring Your Own Key — you provide your own LLM API keys from providers such as OpenAI, Anthropic, or OpenRouter.
• "VPS" means the dedicated virtual private server provisioned for your use.

2. Service Description

Fencepost provides AI cost control, budget enforcement, and audit logging as a sidecar service alongside OpenClaw or other AI platforms. The managed hosting service provisions a dedicated server on EU infrastructure (Hetzner, Nuremberg, Germany).

3. BYOK — Your API Keys

You are solely responsible for:

• Obtaining and maintaining valid API keys from your chosen LLM providers
• All costs incurred through your API keys, regardless of whether Fencepost's budget enforcement was active
• Compliance with your LLM provider's terms of service

We do not store, proxy through our systems, or have access to your API keys unless you explicitly configure the sidecar proxy on your own VPS. API keys remain on your server at all times.

4. Budget Enforcement Disclaimer

IMPORTANT: Fencepost's budget enforcement features operate on a best-effort basis. While designed to prevent API spend exceeding configured limits, we do not guarantee that all API calls will be intercepted or blocked. Factors including but not limited to network latency, concurrent requests, provider API behaviour, and service interruptions may result in spend marginally exceeding configured budgets.

ScaleRight's total liability for any budget enforcement failure shall not exceed the fees paid by Customer in the 12 months preceding the claim.

5. Managed Hosting

• Each managed hosting subscription provisions a dedicated VPS for your exclusive use.
• We manage the infrastructure (OS updates, Docker runtime, Cloudflare DNS). You manage your OpenClaw configuration, skills, and API keys.
• We do not provide an SLA for uptime. We will make reasonable efforts to maintain availability but do not guarantee any specific uptime percentage.
• Your VPS is located in the EU (Hetzner, Nuremberg, Germany) unless otherwise specified.

6. Payment, Billing and Cancellation

• Subscription fees are billed monthly in advance via Stripe. Each payment covers the upcoming billing period in full.
• All prices are in GBP unless otherwise stated. VAT may apply depending on your location.
• No mid-term cancellation or refunds: Once a billing period has begun, the subscription cannot be cancelled or refunded for that period. You have committed to the full month from the date of each payment.
• You may cancel your subscription at any time to prevent renewal. Your service will continue until the end of the current paid billing period, after which no further charges will be made and your VPS will be decommissioned.
• Waiver of cooling-off period: Under the Consumer Contracts Regulations 2013, UK consumers ordinarily have a 14-day right to cancel. However, by subscribing you expressly request that we begin provisioning your dedicated VPS immediately upon payment. Because infrastructure costs are incurred in full for the billing period at the point of provisioning, you acknowledge and agree that the 14-day cooling-off period is waived in its entirety once provisioning begins. You may still cancel your subscription at any time to prevent renewal, but no refund will be issued for the current billing period.

7. Acceptable Use

You agree not to:

• Use the Service for any illegal purpose or in violation of any applicable law
• Attempt to bypass or circumvent Fencepost's budget enforcement mechanisms
• Use the Service to generate spam, malware, or abusive content via AI
• Share, resell, or sublicense your VPS access without our written consent
• Attempt to access other customers' servers or data

9. Data and Privacy

See our Privacy Policy for details on how we collect, use, and protect your data. See our Data Processing Agreement for GDPR Article 28 compliance.

10. Software Licence and Intellectual Property

• The Fencepost sidecar software, dashboard, and managed hosting platform are proprietary to ScaleRight AI Ltd and are protected by copyright and intellectual property laws.
• Licence grant: Your subscription grants you a limited, non-exclusive, non-transferable, revocable licence to use the Fencepost software solely on the VPS instance provisioned and managed by ScaleRight AI Ltd as part of your subscription. This licence is tied to the specific VPS instance and does not extend to any other server, device, or environment.
• No copying or redistribution: You may not copy, reproduce, download, extract, decompile, reverse-engineer, disassemble, or create derivative works of the Fencepost software in any form, whether in whole or in part. You may not transfer, sublicense, or distribute the software or any component thereof to any third party.
• Post-termination obligations: Upon cancellation or expiry of your subscription and the end of your paid billing period, your licence to use the Fencepost software terminates immediately. You must promptly delete and destroy all copies of the Fencepost software, documentation, and related materials in your possession or control, in any form. Continued use or retention of the software after termination constitutes copyright infringement and a material breach of these Terms.
• "Fencepost" is a trademark of ScaleRight AI Ltd (UK IPO application pending).

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Our total aggregate liability shall not exceed the total fees paid by you in the 12 months preceding the claim.
• We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, lost data, or business interruption.
• We shall not be liable for any costs incurred through your LLM API keys, regardless of the cause.
• We are not liable for the content hosted on your dedicated VPS, including but not limited to agent configurations, channel data, messages, or outputs generated by AI models.
• We are not liable for failures, outages, or degraded performance of third-party services including LLM API providers, DNS providers, or upstream infrastructure partners.
• We guarantee that the managed hosting system will remain responsive and available in accordance with the service level applicable to your plan (Standard SLA: 99.5% monthly uptime for Starter and Standard plans; Enhanced SLA: 99.9% monthly uptime for Pro plans). Downtime for scheduled maintenance, notified at least 24 hours in advance, is excluded from SLA calculations.

12. Termination

• You may terminate your account at any time by cancelling your subscription.
• We may terminate or suspend your account for violation of these Terms, with reasonable notice where practicable.
• Upon termination, we will make your data available for export for 30 days, after which it will be permanently deleted.

13. Changes to Terms

We may update these Terms from time to time. We will notify you of material changes via email at least 14 days before they take effect. Continued use after changes constitutes acceptance.

14. Governing Law

These Terms are governed by and construed in accordance with the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

15. Contact

ScaleRight AI Ltd
Email: hello@scaleright.ai
GDPR/Data Protection: gdpr@scaleright.ai
ICO Registration: ZB699612 (Reference: 00012152269)