Legal

Terms of Service

Effective [1 November 2026] · Last updated [26 September 2026]

These Terms of Service (“Terms”) form a contract between Cloverr, based in Ireland (“Cloverr”, “we”, “us”), and the business or organisation that subscribes to Cloverr (the “Customer”, “you”).

If you and Cloverr have signed a separate order form or master agreement, it takes precedence over these Terms where they conflict.

1. Definitions

• Service — the Cloverr web applications, APIs, AI assistant and related support we provide, including the admin, trainer and attendee apps.
• Authorised User — an employee, contractor or trainer of the Customer whom the Customer permits to access the Service.
• Customer Data — all data, including personal data, that the Customer or its Authorised Users submit to the Service, or that the Service generates from it (for example attendee records and certificates).
• Order — the plan, number of users or other limits, fees and subscription term selected when subscribing, whether online or on an order form.
• Documentation — the user guides and help content we make available for the Service.

2. The Service

2.1 Subject to these Terms and payment of the fees, we grant the Customer a non-exclusive, non-transferable right during the subscription term for its Authorised Users to access and use the Service for the Customer’s internal business purposes.

2.2 We will provide the Service with reasonable skill and care, using commercially reasonable efforts to make it available 24/7 except for planned maintenance (which we will try to schedule outside Irish business hours and announce in advance) and events beyond our reasonable control. [Insert or link any service-level commitment here.]

2.3 We may improve and change the Service over time. We will not materially reduce its core functionality during a paid subscription term.

2.4 Support is available by email at hello@cloverr.ai during Irish business hours, [09:00–17:30 Monday–Friday, excluding public holidays].

3. Accounts and Authorised Users

3.1 The Customer is responsible for all activity under its account, for deciding who is an Authorised User and what role they hold, and for ensuring Authorised Users comply with these Terms.

3.2 Authorised Users must keep their credentials confidential. Where the Customer enables single sign-on (such as Sign in with Google), the Customer is responsible for the security of the identity-provider accounts it permits.

3.3 The Customer must notify us promptly at hello@cloverr.ai of any unauthorised use of its account.

4. Fees and payment

4.1 The Customer will pay the fees in the Order. Subscriptions are billed in advance, [monthly or annually], in euro, and are payable by card or direct debit through our payment processor, Stripe, or by invoice within [30] days where agreed.

4.2 Fees exclude VAT and other applicable taxes, which the Customer will pay in addition. EU business customers outside Ireland must provide a valid VAT number so the reverse-charge mechanism can apply.

4.3 Unless cancelled before renewal, subscriptions renew automatically for the same period. We may change fees for a renewal term by giving at least [30] days’ notice before it begins.

4.4 If an undisputed amount is overdue by more than [14] days after we notify the Customer, we may suspend the Service until it is paid, and may charge statutory interest and compensation under the European Communities (Late Payment in Commercial Transactions) Regulations 2012.

4.5 Fees are non-refundable except where these Terms expressly say otherwise or the law requires.

5. Customer Data

5.1 As between the parties, the Customer owns all Customer Data. The Customer grants us a licence to host, copy, process and display Customer Data solely to provide, secure and support the Service and as required by law.

5.2 The Customer is responsible for the accuracy and lawfulness of Customer Data, including having a lawful basis and giving any required notices to the trainers, attendees and other individuals whose data it enters.

5.3 We may use aggregated data that does not identify the Customer or any individual to operate and improve the Service. We will not use Customer Data to train generalised AI models.

5.4 The Customer may export its Customer Data at any time during the subscription using the Service’s export features or by asking us.

6. Data processing

6.1 To the extent we process personal data in Customer Data, we do so as processor on the Customer’s behalf, and the [Cloverr Data Processing Agreement — link] (“DPA”), which meets the requirements of Article 28 GDPR, forms part of these Terms.

6.2 In summary, and subject to the DPA, we will: process personal data only on the Customer’s documented instructions; ensure our personnel are bound by confidentiality; apply appropriate security measures; engage sub-processors only under written terms and give notice of new ones so the Customer can object; assist with data-subject requests, breach notifications and impact assessments; delete or return personal data at the end of the Service; and make available the information needed to demonstrate compliance.

6.3 Our own processing of account and website data as controller is described in our Privacy Policy.

7. Acceptable use

The Customer will not, and will ensure its Authorised Users do not:

• use the Service unlawfully, or to store or send content that is infringing, defamatory, or malicious;
• upload special-category data (such as health data) except where necessary for training delivery and permitted by law, or use the Service to process data of children other than attendee records the Customer is entitled to hold;
• attempt to gain unauthorised access to the Service, to other customers’ data, or to our systems, or probe, scan or test their vulnerabilities without our written permission;
• interfere with or overload the Service, or access it by automated means other than our published APIs;
• copy, reverse-engineer or create derivative works of the Service except as permitted by law that cannot be excluded;
• resell or make the Service available to third parties other than Authorised Users, or use it to build a competing product.

We may suspend access to the extent reasonably necessary to address a breach of this section or a security threat, and will notify the Customer and restore access once the issue is resolved.

8. AI features

8.1 The Service includes an optional AI assistant. Its outputs are generated automatically and may be inaccurate or incomplete. The Customer is responsible for reviewing outputs before relying on them — in particular for decisions about trainer qualifications, safety-critical course requirements and certification.

8.2 Changes the assistant proposes to Customer Data are presented for an Authorised User to confirm, and the Customer is responsible for changes its users confirm.

8.3 AI processing is performed by the sub-processors listed in our Privacy Policy, under terms that prohibit them from training on Customer Data.

9. Third-party services

The Service integrates with third-party services such as Google (for sign-in) and Stripe (for payments). Use of those services is also subject to their own terms. We are not responsible for third-party services we do not control, but we will choose and manage our sub-processors with reasonable care.

10. Intellectual property

10.1 We and our licensors own all rights in the Service, the Documentation and our trade marks. No rights are granted except as expressly stated in these Terms.

10.2 If the Customer gives us suggestions or feedback, we may use them without restriction or payment.

11. Confidentiality

Each party will keep the other’s non-public business, technical and financial information confidential, use it only to perform or exercise rights under these Terms, and disclose it only to personnel and advisers who need to know it and are bound by equivalent obligations, or where required by law. This does not apply to information that is or becomes public without breach, was already lawfully known, or is independently developed. These obligations survive for five years after termination (indefinitely for trade secrets).

12. Warranties

12.1 Each party warrants that it has the authority to enter into these Terms.

12.2 We warrant that the Service will perform materially in accordance with the Documentation. If it does not, the Customer should tell us and we will use reasonable efforts to correct it; if we cannot do so within a reasonable time, either party may terminate the affected subscription and we will refund prepaid fees for the unused period. This is the Customer’s sole remedy for breach of this warranty.

12.3 Except as expressly set out in these Terms, and to the fullest extent permitted by law, all other warranties, conditions and terms, whether express or implied by statute (including the Sale of Goods and Supply of Services Act 1980) or otherwise, are excluded. We do not warrant that the Service will be uninterrupted or error-free.

13. Indemnities

13.1 We will defend the Customer against any third-party claim that the Service, as provided by us, infringes that third party’s intellectual property rights, and pay damages finally awarded or agreed in settlement, provided the Customer notifies us promptly, gives us control of the defence and reasonable assistance. We may instead modify the Service to be non-infringing, obtain a licence, or terminate and refund prepaid fees for the unused period. This does not apply to claims caused by Customer Data, by combination with items we did not supply, or by use in breach of these Terms.

13.2 The Customer will defend us against any third-party claim arising from Customer Data or from the Customer’s breach of section 7, on equivalent terms.

14. Limitation of liability

14.1 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded under Irish law.

14.2 Subject to 14.1, neither party is liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profits, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.

14.3 Subject to 14.1, each party’s total aggregate liability arising out of or in connection with these Terms in any 12-month period is limited to the fees paid and payable by the Customer in that period. This cap does not apply to the Customer’s obligation to pay fees, or to either party’s indemnity obligations under section 13. [Consider a separate, higher cap for data-protection breaches — a common B2B negotiation point.]

15. Term and termination

15.1 These Terms apply from when the Customer first accepts them until all subscriptions have ended.

15.2 The Customer may cancel renewal at any time in the Service or by emailing us; the subscription then ends at the close of the current billing period.

15.3 Either party may terminate immediately by written notice if the other materially breaches these Terms and (where the breach is remediable) fails to remedy it within 30 days of being notified, or becomes insolvent, enters examinership, receivership, liquidation or a similar process.

15.4 On termination, the Customer’s right to use the Service ends. For [30] days afterwards we will, on request, make Customer Data available for export. We will then delete Customer Data within a further [60] days, except where law requires us to retain it, and backups will be overwritten in their normal cycle.

15.5 Sections that by their nature should survive termination — including 4 (for unpaid fees), 5, 6, 10, 11, 13, 14 and 16 — will do so.

16. General

16.1 Changes to these Terms. We may update these Terms. We will give the Customer at least [30] days’ notice of material changes by email or in the Service; the changes apply from the next renewal term unless the Customer agrees otherwise. Changes required by law may take effect sooner.

16.2 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.

16.3 Assignment. Neither party may assign these Terms without the other’s consent, except that either may assign them to a successor in a merger, acquisition or sale of substantially all of its relevant assets.

16.4 Subcontractors. We may use subcontractors and sub-processors, and remain responsible for their performance.

16.5 Notices. Notices to us go to hello@cloverr.ai; notices to the Customer go to the account owner’s email address. Email notices are received when sent, unless a delivery failure is returned.

16.6 Entire agreement. These Terms, the Order, the DPA and any documents they reference are the entire agreement between the parties on their subject matter. Neither party relies on any statement not set out in them, but this does not limit liability for fraud.

16.7 Severance and waiver. If any provision is held invalid, the rest remains in force. A failure to enforce a right is not a waiver of it.

16.8 No third-party rights. Nothing in these Terms confers rights on anyone other than the parties.

16.9 Publicity. We may name the Customer as a customer and use its logo in our marketing unless the Customer asks us not to.

16.10 Governing law and jurisdiction. These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) are governed by the laws of Ireland, and the courts of Ireland have exclusive jurisdiction.

Contact

Cloverr
Ireland
Email: hello@cloverr.ai