Terms of Service
1. Introduction
These Terms of Service ("Terms") form a binding agreement between CLOOP LTD (company number 17272947), trading as Cloop, incorporated in England and Wales with its registered office at 66 Paul Street, London, EC2A 4NA ("we", "our", "us"), and the entity or individual engaging our services ("Client", "you", "your").
By accessing our website, executing a Statement of Work, or otherwise using our Services, you accept these Terms in full. If you do not agree, do not use our Services.
2. Definitions
"Services": technology consulting, AI solutions, workflow automation and related professional services we provide.
"Statement of Work" (SoW): a document, quote or order form agreed between the parties setting out the scope, fees and timeline for specific Services.
"Deliverables": reports, code, software or documentation we produce for you under a SoW.
"Intellectual Property Rights": patents, copyrights, trademarks, trade secrets and all other proprietary rights.
3. Engagement and Services
3.1 Scope. We will perform the Services with reasonable skill and care, consistent with good industry practice and the requirements of the applicable SoW. Where these Terms conflict with a SoW, the SoW prevails.
3.2 Client Obligations. You agree to: (a) grant us the access to systems, data and personnel reasonably needed to perform the Services; (b) ensure all instructions and information you provide are accurate and lawful; (c) secure any licences or consents required for third-party software or data you supply.
3.3 Changes. We may update the Services or these Terms from time to time. Material changes affecting an ongoing engagement will be communicated in writing.
4. Fees and Payment
4.1 Fees. Fees are set out in the relevant SoW. Unless stated otherwise, all amounts are in pounds sterling (GBP), exclusive of VAT at the prevailing rate.
4.2 Payment. Invoices are due within 30 days of issue unless the SoW provides otherwise.
4.3 Late Payment. Overdue amounts accrue interest at 4% per annum above the Bank of England base rate. We may suspend Services until the outstanding balance is settled.
5. Intellectual Property
5.1 Background IP. Each party retains all Intellectual Property Rights it held before the engagement began. Nothing in these Terms transfers ownership of pre-existing IP.
5.2 Our IP. We retain ownership of our proprietary tools, methodologies, code libraries and models used in delivering the Services. You receive a non-exclusive, non-transferable licence to use such materials solely as incorporated into the Deliverables.
5.3 Deliverables. On receipt of full payment, we assign to you all Intellectual Property Rights in bespoke Deliverables created for you under the SoW, excluding our proprietary IP and third-party components.
6. Artificial Intelligence
6.1 Nature of AI Outputs. AI and machine-learning systems are probabilistic. We do not warrant that AI-generated outputs will be free from error or bias. You are responsible for reviewing and validating all such outputs before acting on them.
6.2 Third-Party Models. Where our solutions incorporate models provided by third parties (e.g. OpenAI, Anthropic, Google), we accept no liability for changes to those services, their availability, or data incidents on their infrastructure.
6.3 Connected Accounts. Where you connect a third-party account (such as Google Workspace) to Cloop, you authorise us to access data from that account strictly to perform the features you request from the assistant. Our handling of such data is described in our Privacy Policy. You may disconnect at any time via the Integrations page, and disconnection revokes all further access.
7. Confidentiality
7.1 Obligations. Each party will hold the other's Confidential Information in strict confidence and will not disclose it to third parties except as necessary to perform the Services or as required by law.
7.2 Exclusions. Information that is publicly available, independently developed, or lawfully obtained from a third party without restriction is not Confidential Information.
8. Data Protection
Both parties will comply with applicable data protection legislation, including the UK GDPR and the Data Protection Act 2018. Details of how we process personal data are set out in our Privacy Policy.
9. Limitation of Liability
9.1 Unlimited Liability. Nothing in these Terms excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be limited under English law.
9.2 Cap. Subject to Clause 9.1, our total aggregate liability arising out of or in connection with these Terms, whether in contract, tort or otherwise, is limited to the fees paid to us in the 12 months preceding the claim.
9.3 Consequential Loss. We are not liable for indirect, special or consequential losses, including loss of profit, revenue, data or business opportunity.
10. Termination
10.1 For Convenience. Unless an SoW states otherwise, either party may terminate by giving 30 days' written notice. Fees for Services already rendered and expenses incurred remain payable.
10.2 For Cause. Either party may terminate immediately if the other commits a material breach and fails to remedy it within 14 days of written notice, or becomes insolvent.
11. General
11.1 Force Majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, including infrastructure outages, industrial action or natural disaster.
11.2 Non-Solicitation. During the engagement and for 12 months after, you will not directly solicit or hire our employees or contractors involved in delivering the Services without prior written consent.
11.3 Governing Law. These Terms are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.
12. Contact
Notices and enquiries relating to these Terms should be directed to:
Legal Department
CLOOP LTD
66 Paul Street, London, EC2A 4NA
legal@mycloop.com