Terms of Service

v1.2

These terms are between: Clause 60 Limited, a company registered in England and Wales (company no. 17317413), registered office 33 Firbank, Euxton, Chorley, PR7 6HP ("Clause 60", "we", "us"), and the organisation subscribing to the service ("Customer", "you").

By signing an Order Form that references these terms, or by creating an account or using the service, you agree to these terms. If you are agreeing on behalf of an organisation, you confirm you have authority to bind it.

1. Definitions

Service — the Clause 60 software platform for AI-assisted review of NEC compensation events, and related outputs. Customer Content — the documents, data and materials you upload or input. Output — the reviews, reports and analysis the Service generates from Customer Content. Subscription — your paid plan. Order Form — a signed order document between you and Clause 60 that incorporates these terms. DPA — the Data Processing Agreement between you and Clause 60 (attached to your Order Form or available on request).

2. The Service — assistive, not advice

2.1 The Service is an assistive tool. It produces a structured, evidence-referenced first-pass review to support a qualified professional. It does not provide professional, legal, contractual or commercial advice, and is not a substitute for the judgement of a competent person. 2.2 Output must be reviewed, verified and adopted by a suitably qualified individual before being relied upon or acted on. You remain responsible for all decisions taken and for any communication or submission you make using the Output. 2.3 Output is generated using large language models and may contain errors, omissions or inferences. Findings are labelled as fact or inference and cited to source to aid your verification; that labelling does not warrant accuracy.

3. Accounts and security

3.1 You must provide accurate registration details and keep them current. 3.2 Multi-factor authentication is mandatory and you are responsible for safeguarding credentials and for activity under your accounts. 3.3 You must notify us promptly of any suspected unauthorised access. 3.4 We may accept or decline any order, registration or request for access to the Service at our discretion. Where an order is declined after payment, any fees paid for it will be refunded in full.

4. Acceptable use

You must not: use the Service unlawfully or to infringe others' rights; upload content you are not permitted to disclose; upload special-category personal data unless agreed; attempt to breach security, tenant isolation or access another customer's data; reverse-engineer, resell or copy the Service; or use it to build a competing product.

5. Customer Content

5.1 You own your Customer Content and your Output. 5.2 You grant Clause 60 a limited licence to host and process Customer Content solely to provide the Service and as set out in the DPA. 5.3 You are responsible for having the rights and permissions (including any client consents) to upload Customer Content. 5.4 We do not use Customer Content to train AI models, and Customer Content is not shared with the AI model publisher.

6. Fees and payment

6.1 Plans and prices are as set out in your Order Form or as published at clause60.com/pricing — currently: Pilot £2,500 (creditable to year one); Project subscription £8,500/year or £850/month, including up to 100 reviews per calendar month per project (a hard cap; we will raise it on request); single review £450. 6.2 Fees are invoiced via Stripe and payable within 14 days of invoice. 6.3 Late payment: we may suspend the Service and/or charge interest under the Late Payment of Commercial Debts (Interest) Act 1998. 6.4 Fees exclude VAT; VAT will be added at the prevailing rate where applicable. 6.5 Fees are non-refundable except as expressly stated in these terms (the pilot credit, clauses 3.4 and 7.6) or required by law. 6.6 Usage is subject to fair use; the monthly review limit set out in your Order Form is a hard cap — we will notify your billing contact as you approach it and will raise it on request (no automatic overage charges apply). 6.7 Annual fee review. Fees are reviewed annually and will increase on each anniversary of the start date (or, for annual subscriptions, at renewal) by at least the percentage increase in the UK Consumer Prices Index (CPI, as published by the Office for National Statistics) over the preceding 12 months. We will give at least 30 days' written notice of the revised fees before they take effect. Any increase above CPI entitles you to cancel at the date the increase would take effect, without penalty.

7. Term, termination and data return

7.1 A monthly subscription renews monthly; an annual subscription renews annually, unless cancelled before the renewal date. 7.2 Either party may terminate for material breach not remedied within 30 days of notice, or on insolvency. 7.3 On termination your right to use the Service ends. You may export your Customer Content and Output for 90 days after termination, after which we delete it in line with the DPA and our Retention & Deletion Policy. 7.4 Legal hold: where a matter is in dispute (for example adjudication, arbitration or litigation) and either party notifies the other before deletion falls due, we will suspend deletion of the affected records until the hold is released in writing. 7.5 During the subscription, data is retained for the duration of the engagement and for 12 months after a project is marked complete, unless deleted earlier on your request or a longer period is agreed — as set out in the Retention & Deletion Policy and the DPA. 7.6 Termination for convenience by Clause 60. We may terminate your Subscription (in whole or per project) at any time for any reason on 30 days' written notice. If we do, we will refund, pro-rata, any fees you have paid for the period after the termination date (including the unused portion of any annual subscription), and the export window and deletion provisions of clauses 7.3–7.4 apply. This clause does not limit our rights under clauses 7.2 (breach) or 13.3 (suspension).

8. Intellectual property

8.1 Clause 60 and its licensors own all rights in the Service, including the software, model integrations, prompts, templates and methodology. 8.2 We grant you a non-exclusive, non-transferable right to use the Service during your Subscription. 8.3 Nothing transfers ownership of the Service to you; nothing transfers ownership of Customer Content or Output to us.

9. Confidentiality

Each party will keep the other's confidential information confidential and use it only to perform these terms, except where disclosure is required by law.

10. Warranties and disclaimers

10.1 We warrant we will provide the Service with reasonable skill and care. 10.2 Except as expressly stated, the Service and Output are provided "as is". We do not warrant that the Output is accurate, complete or fit for any particular purpose, or that the Service will be uninterrupted or error-free. 10.3 The assistive nature of the Service (clause 2) is fundamental to these terms and to the fees charged.

11. Limitation of liability

11.1 Nothing limits liability for death or personal injury caused by negligence, fraud, or anything that cannot be limited by law. 11.2 Neither party is liable for indirect or consequential loss, loss of profit, revenue, goodwill, or loss arising from your reliance on Output you did not verify. 11.3 Our total aggregate liability arising out of or in connection with these terms is limited to the total fees paid by you in the 12 months preceding the event giving rise to the claim. 11.4 You are responsible for maintaining your own professional judgement, review processes and insurance.

12. Data protection

12.1 Where we process personal data within Customer Content, we act as processor and you as controller; the DPA governs that processing and forms part of these terms. 12.2 Customer data is hosted in the UK; AI inference is performed in the EU under the UK adequacy decision. Inference requests are stateless and per-request; no prompt caching and no file persistence at the model layer. 12.3 Our sub-processors (including Google Cloud, Microsoft and Stripe) are listed in our sub-processor register (available at clause60.com/trust); we give notice of changes.

13. Availability, changes and suspension

13.1 We aim to provide a reliable Service but do not guarantee specific uptime unless separately agreed. 13.2 We may improve or change the Service provided we do not materially reduce core functionality during a paid term. 13.3 We may suspend access for non-payment, security risk or breach of clause 4, giving notice where reasonably practicable.

14. Changes to these terms

We may update these terms; material changes will be notified to your account contact, and continued use after the effective date constitutes acceptance. Where an Order Form is in force, material changes that reduce your rights do not apply to the current term without your agreement.

15. General

15.1 Governing law: England and Wales; the courts of England and Wales have exclusive jurisdiction. 15.2 Force majeure applies to events beyond a party's reasonable control. 15.3 No assignment without consent (we may assign to a group company or on sale of the business). 15.4 If any clause is unenforceable the rest stands. 15.5 Notices: to us at admin@clause60.com; to you at your account or Order Form contact.

16. Entire agreement and order of precedence

16.1 The Order Form (if any), the DPA and these terms are the entire agreement and supersede prior discussions. 16.2 If they conflict, the order of precedence is: Order Form → DPA → these Terms of Service.

17. Contact

Clause 60 Limited · admin@clause60.com · Data protection: dataprotection@clause60.com · ICO registration ZC194083