1. About these Terms
These Terms of Service ("Terms") form an agreement between [Cleveri Ltd], a company registered in [England and Wales] under company number [number] with its registered office at [address] ("Cleveri", "we", "us"), and the organisation that creates an account or signs an order form ("Customer", "you").
By creating an account, clicking to accept, or using the Service, you agree to these Terms on behalf of your organisation and confirm you have authority to do so. If you have signed an order form or separate agreement with Cleveri, that document takes precedence over these Terms where they conflict.
2. Definitions
- Service: Cleveri Cloud, Cleveri Private and any related software, websites and support we provide.
- Engineering Job: one approved, development-ready work item taken through the Service's execution and verification workflow, within standard Job limits.
- Engineering Lane: one unit of parallel engineering capacity. One Lane actively executes one Engineering Job at a time.
- Customer Content: source code, work items, configuration, credentials, prompts and other material you or your users provide to the Service.
- Output: plans, code changes, branches, pull requests, verification results and other material the Service produces for you.
- Third-Party Model: an AI model provided by a third party, whether accessed with your own key, through your gateway, or through Cleveri.
3. Accounts and users
You are responsible for your account, for the users you invite, and for keeping credentials secure. You must give accurate information and tell us promptly about any unauthorised use.
Paid plans include unlimited users. The Free plan is limited to one user. You must be at least 18 and using the Service for business purposes.
4. Using the Service
Subject to these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable right to use the Service for your internal business purposes during your subscription.
You decide which work is submitted, approve each engineering plan before execution, and decide whether any Output is accepted and merged. The Service is designed to keep these decisions with your team.
5. Customer Content
You retain all rights in your Customer Content. You grant Cleveri a limited licence to host, copy, process and transmit Customer Content only as needed to provide, secure and support the Service for you.
We do not use Customer Content to train AI models. [Confirm]
You are responsible for having the rights and permissions needed to provide Customer Content, including access to repositories, systems and credentials you connect.
6. Output and review
As between you and Cleveri, you own the Output, subject to the rights of third parties in any material it incorporates.
Output is generated with AI and automated tooling. It may contain errors, security weaknesses or code that does not meet your requirements, even when verification checks pass. You are responsible for reviewing, testing and approving Output before relying on it, merging it or deploying it.
7. AI models and third-party services
The Service uses Third-Party Models and may connect to third-party services you choose, such as your work tracker or Git provider. Your use of those services is also governed by their terms.
If you use your own model keys or gateway, you are responsible for your agreement with that provider and for its charges. If you use Cleveri-provided models, model usage is charged as described on our pricing page or in your order form.
8. Plans, fees and billing
Cleveri is priced on Engineering Jobs and Engineering Lanes, as described on our pricing page or in your order form. Prices exclude taxes, which you are responsible for.
- An Engineering Job is used when your engineer approves execution of a plan. Planning, and plans that are rejected or changed, do not use a Job.
- One Job includes the normal effort to meet its approved scope. If more capacity is needed, the Service asks before continuing; we do not charge for additional Jobs automatically.
- If a Job fails because of a fault in the Service, the Job is returned to your allowance.
- Monthly plans renew automatically until cancelled. Included Jobs reset each billing period and do not roll over. [Confirm]
- Fees are non-refundable except where required by law or stated in an order form.
9. Free plan and credits
The Free plan includes limited Jobs, one Lane, one user and two repositories, and a one-time AI credit. We may change or withdraw the Free plan, or apply fair-use limits to planning, with reasonable notice.
10. Acceptable use
You must not, and must not allow others to:
- use the Service to build malware or to attack, probe or disrupt systems you are not authorised to test;
- submit content you do not have the right to use, or that infringes others' rights;
- attempt to bypass usage limits, security controls or billing;
- reverse engineer the Service, except where the law allows;
- use the Service in breach of applicable law, including export control and sanctions laws.
11. Cleveri Private
Cleveri Private and Enterprise deployments are licensed under an order form, normally as an annual licence based on Engineering Lanes. The order form sets out the licensed capacity, deployment, support and any onboarding services. You are responsible for the infrastructure, network and model providers used in your deployment.
12. Confidentiality
Each party will protect the other's confidential information with reasonable care, use it only to perform this agreement, and disclose it only to people who need to know it and are bound by similar obligations.
13. Security and data protection
We maintain technical and organisational measures designed to protect Customer Content. Where we process personal data on your behalf, our Data Processing Addendum [link] applies. Our Privacy Policy explains how we handle personal data as a controller.
14. Warranties and disclaimers
We will provide the Service with reasonable skill and care. Except as expressly stated in these Terms, the Service and Output are provided "as is", and we do not warrant that they will be error-free, uninterrupted or fit for a particular purpose.
15. Limitation of liability
Neither party limits liability for death or personal injury caused by negligence, fraud, or anything that cannot be limited by law. Subject to that, neither party is liable for indirect or consequential loss, or loss of profits, revenue or data, and each party's total liability in any 12-month period is limited to the fees paid or payable by you in that period. [Confirm caps with legal]
16. Term, suspension and termination
You can cancel a monthly plan at any time, effective at the end of the billing period. Either party may terminate for material breach not remedied within 30 days of notice. We may suspend access where needed to prevent harm, security risk or breach of the acceptable use rules.
On termination, your right to use the Service ends. You can export your data for 30 days, after which we delete Customer Content in line with our retention practices. [Confirm]
17. Changes to these Terms
We may update these Terms. We will give at least 30 days' notice of material changes by email or in the Service. Continued use after the effective date means you accept the updated Terms.
18. Governing law
These Terms are governed by the laws of [England and Wales], and the courts of [England and Wales] have exclusive jurisdiction.
19. Contact
Questions about these Terms: legal@cleveri.ai.