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Cleotic.ai Terms & Conditions and Licence Agreement

Published on: 19/05/2026 | Version: 1.0

NOTE:

THIS DOCUMENT CONTAINS BOTH, TERMS AND CONDITIONS AS WELL AS LICENCE AGREEMENT

Terms & Conditions

1. Introduction and scope

In short: These Subscription Terms govern your paid Cleotic.AI subscription. They apply to anyone who subscribes, individual or organisation. The party responsible for the Fees is the Payer, the person or entity whose payment method is used.

These Subscription Terms (the "Subscription Terms") govern your purchase and use of paid plans for the Cleotic.AI service (the "Service") provided by General Dataworks DWC-LLC ("Cleotic.AI", "we", "us", "our").

These Subscription Terms incorporate, and form part of, the Cleotic.AI User Agreement available here. By subscribing to a paid Plan, you reaffirm your acceptance of the User Agreement, including its choice of DIFC law and opt-in to the jurisdiction of the DIFC Courts.

If there is any conflict between these Subscription Terms and the User Agreement, these Subscription Terms prevail in respect of commercial matters. The User Agreement prevails in all other respects.

Who these Subscription Terms apply to. These Subscription Terms apply to anyone who subscribes to a paid Plan. This includes individuals, sole traders, freelancers, agencies, companies, and other entities. The party bound by these Subscription Terms for the purpose of paying the Fees and meeting the commercial obligations in this document is the person or entity whose payment method is used to pay the Fees (the "Payer"). The Payer is the contractual counterparty under these Subscription Terms.

Where the User Agreement is accepted on behalf of an organisation but the Payer is a different person or entity, the User Agreement binds the organisation in respect of use of the Service, and the Payer is responsible for the Fees and other commercial obligations under these Subscription Terms. Refunds, billing communications, and consent records are issued to and held against the Payer.

2. Definitions

In short: What the capitalised terms mean.

Capitalised terms not defined here have the meanings given in the User Agreement.

  • "Plan". A paid subscription tier (Business, Enterprise, or Enterprise Custom) under which you access the Service.

  • "Business Plan". Our standard self-serve paid Plan, offered with a 14-day free trial.

  • "Enterprise Plan". Our standard enterprise-tier paid Plan, offered to organisations under these Subscription Terms supplemented where applicable by an Order Form.

  • "Enterprise Custom Plan". A fully bespoke paid Plan offered under a custom Order Form.

  • "Order Form". A written or electronic ordering document signed or accepted by both parties, applicable to the Enterprise and Enterprise Custom Plans.

  • "Subscription Period". The monthly or annual term you select at purchase.

  • "Renewal Date". The first day of each successive Subscription Period.

  • "Fees". The amounts payable for your Plan as listed at https://cleotic.ai/pricing or in your Order Form.

  • "Trial". The 14-day free trial of the Business Plan described in Section 4.

  • "Add-On". An optional feature or module purchased in addition to a base Plan, as listed at pricing or on request by contacting [email protected]

  • "Payer". The person or entity whose payment method is used to pay the Fees. The Payer is the contractual counterparty under these Subscription Terms in respect of payment, refunds, billing communications, and consent records.

3. Plans

In short: Three Plans. Self-serve Business, standard Enterprise, and bespoke Enterprise Custom. We can change Plan structure with notice.

3.1 Business Plan

The Business Plan is our self-serve paid Plan, with the features, capacity limits, and Add-On options published at pricing page. It is available with a 14-day free trial as set out in Section 4.

3.2 Enterprise Plan

The Enterprise Plan offers expanded capacity, enterprise features, and a Standard SLA (Section 13.3). Enterprise customers may sign an Order Form covering specific seat counts, Add-Ons, contract term, and any negotiated variations to these Subscription Terms.

3.3 Enterprise Custom Plan

The Enterprise Custom Plan is fully bespoke and is governed by an Order Form. The Order Form will set out pricing, term, billing cycle, payment terms, deployment model, support, and SLA, and will prevail over these Subscription Terms in respect of any conflict.

3.4 Changes to Plan structure

We may add, remove, rename, or reposition Plans, or change feature inclusions, capacity limits, and Add-On availability. Changes that materially reduce the entitlements of your active Plan will be handled in line with Section 9 (price changes) and Section 15 (changes to these Subscription Terms).

4. The 14-day free trial: Business Plan

In short: Your trial lasts 14 days. We don't take a card to start it. We won't charge you when it ends. You add a payment method to continue, or you do nothing and your account is paused.

4.1 Eligibility

You may start a free trial of the Business Plan that lasts fourteen (14) calendar days from the date you sign up.

(a) No credit card or payment method is required to start the Trial. (b) During the Trial you have access to the Business Plan features published at pricing. (c) The Trial is available once per organisation. We may, in our reasonable discretion, refuse a repeat Trial. (d) The Trial is not available for the Enterprise or Enterprise Custom Plans.

4.2 What happens at the end of the Trial

At the end of the Trial, we will not automatically charge you. We will email you between days 11, and day 14 of the Trial, prompting you to choose one of the following.

(a) Add a payment method and continue on the Business Plan at the listed Fees (monthly or annual cycle as you select). (b) Cancel and end your access. Your Customer Data will remain available for export for thirty (30) days as set out in Section 15.4 of the User Agreement.

If you take no action by the end of the Trial, your account will move to a paused state with read-only access for thirty (30) days, after which it will be suspended pending your decision. Your Customer Data will not be deleted during the paused period.

We do not use auto-charge or negative-option conversion. Your Trial cannot become a paid subscription without your express, affirmative consent.

4.3 Free trial and subscription abuse

In short: We actively detect abuse of the free trial and free audit features. Users who exploit them will be permanently banned.

The Trial is designed for genuine evaluation. The following conduct constitutes abuse of the Trial and/or any free audit feature, and is strictly prohibited.

(a) Registering multiple Accounts or Organisations — whether under different email addresses, aliases, or domain variants — to obtain additional Trials or free audits beyond the one-per-organisation entitlement. (b) Using the same or shared IP address, device fingerprint, browser profile, or payment instrument to create successive free accounts. (c) Repeatedly querying the same brand, domain, or set of keywords across multiple free accounts or Trial periods to avoid a paid subscription. (d) Coordinating with other users or organisations to share, pool, or relay free audit results. (e) Any other scheme, technical workaround, or pattern of behaviour whose evident purpose is to obtain the benefit of the paid Service without paying the applicable Fees.

We use automated and manual signals — including but not limited to IP address, device fingerprint, email domain, query patterns, and organisational identifiers — to detect abuse. Where we reasonably determine that abuse has occurred, we may, without notice and at our sole discretion, do one or more of the following.

(a) Immediately suspend or permanently terminate all Accounts associated with the abusive conduct (the "Permanent Ban"). (b) Void any Trial access, free audit credits, or Outputs generated through the abusive accounts. (c) Permanently block the associated email addresses, IP ranges, or organisational identifiers from registering new Accounts. (d) Pursue any other remedies available under this Agreement or applicable law.

A Permanent Ban is effective immediately and is not subject to the cure period in Section 15.2(a) of the User Agreement. We will notify the affected email address where reasonably practicable but are not obliged to do so prior to enforcement.

5. Fees, currency, and taxes

In short: Fees are in US Dollars. Tax (including 5% UAE VAT for UAE customers) is added on top. You pay any withholding tax due so we still receive the listed amount.

5.1 Published Fees

Fees for the Business Plan and the Enterprise Plan are published at https://cleotic.ai/pricing. Fees for the Enterprise Custom Plan are provided on request only. We may change published Fees in accordance with Section 9.

5.2 Currency

Fees are charged in United States Dollars (USD). For Enterprise Custom customers, the Order Form may specify an alternative currency.

5.3 Taxes

Fees are stated exclusive of all taxes, including the following.

(a) UAE Value Added Tax (VAT) at 5%, added to Fees charged to UAE-resident customers in accordance with UAE Federal Decree-Law No. 8 of 2017. (b) Any other VAT, GST, sales tax, or equivalent indirect tax applicable in your jurisdiction.

You are responsible for all taxes other than taxes on our net income.

5.4 Withholding tax

If you are required by law to withhold tax from any payment to us, you must increase the payment so that the net amount we receive equals the Fees originally invoiced.

6. Billing cycles and annual discount

In short: Choose monthly or annual. Annual is 25% cheaper. Upgrades are prorated. Downgrades take effect at the next renewal.

6.1 Cycle options

For the Business and Enterprise Plans you may choose one of the following.

(a) Monthly billing. Fees charged on the same day each month, starting on the day you add a payment method. (b) Annual billing. Fees charged once for the full annual Subscription Period at a 25% discount compared with twelve months of monthly billing.

For the Enterprise Custom Plan, the billing cycle is set in the Order Form.

6.2 Worked example of the annual discount

For illustration, the Business Plan listed at USD 150/month (USD 1,800 over twelve months at the monthly rate) is offered at USD 1,350 per year when billed annually. The Enterprise Plan listed at USD 1,500/month (USD 18,000 over twelve months) is offered at USD 13,500 per year when billed annually. Current pricing prevails over this illustration.

6.3 First charge

The first charge is taken when you add a payment method and confirm your Plan after the Trial (Business Plan) or at the start of your Subscription Period (Enterprise and Enterprise Custom Plans). Subsequent charges are taken on each Renewal Date until you cancel.

6.4 Mid-cycle changes

If you upgrade your Plan, change billing cycle from monthly to annual, or add seats or Add-Ons mid-cycle, we will charge you a prorated amount for the remainder of the current Subscription Period and bill the new amount from the next Renewal Date.

If you downgrade or remove Add-Ons mid-cycle, the change takes effect at the next Renewal Date. We do not issue refunds for downgrades. Any unused portion of the higher Plan or Add-On remains available until the Renewal Date.

7. Payment methods

In short: Card via Stripe for Business and Enterprise. Bank transfer available for Enterprise Custom and on request for Enterprise. Card updates are picked up automatically.

7.1 Accepted payment methods

We accept payment by the following.

(a) Credit and debit cards processed via Stripe (for the Business Plan and the Enterprise Plan). (b) Bank transfer or other agreed methods (for the Enterprise Custom Plan and, on request, the Enterprise Plan, on Order Form).

Card payments are processed by Stripe Payments Europe Ltd or its UAE-licensed affiliate, subject to Stripe's terms. By providing card details you authorise us and Stripe to charge the card for the Fees and applicable taxes.

7.2 Authorisation to charge

By adding a payment method, you authorise us to charge that payment method on each Renewal Date for the applicable Fees, Add-On Fees, and taxes, until you cancel. This authorisation continues for the duration of your subscription.

7.3 Card updates

If your card is updated, replaced, or reissued by your bank, you authorise us and our payment processor to use the updated card details to continue collecting Fees through standard card-network account-updater services.

7.4 Invoiced payment terms

Where you pay by invoice (Enterprise and Enterprise Custom Plans), Fees are payable within thirty (30) days of invoice date unless your Order Form provides otherwise. Late payments may attract interest at the lower of (a) 1.5% per month and (b) the maximum rate permitted by law, accruing daily from the due date.

8. Auto-renewal

In short: Your subscription renews automatically. We email you before each renewal so you can cancel without being charged. We never auto-charge after the Trial without your active consent.

8.1 Express consent

Your subscription automatically renews at the end of each Subscription Period for a further period of the same length, unless cancelled in accordance with Section 10.

By selecting a Plan and adding a payment method (or by signing an Order Form for the Enterprise Custom Plan), you give your express affirmative consent to the following.

(a) The auto-renewal of your subscription. (b) The charging of the then-current Fees and applicable taxes on each Renewal Date. (c) The continuation of these Subscription Terms for each Renewal Period.

We will record your consent and the date and time it was given.

8.2 Renewal charge attempts

On each Renewal Date, we will attempt to charge your payment method for the applicable Fees. If the initial charge is unsuccessful, we will make up to seven (7) further attempts over the following fourteen (14) days, for a maximum of eight (8) charge attempts in total.

If any attempt fails, we will notify you by email prompting you to update your payment method. If the outstanding Fees remain uncollected after fourteen (14) days from the Renewal Date, your subscription will be automatically cancelled and your access to the Service will end. Section 15.4 applies to your Customer Data following cancellation.

8.3 Cancellation deadline

You may cancel at any time before the Renewal Date to avoid the next charge, in accordance with Section 10.

9. Price changes

In short: We give you 30 days' notice before any price change. Annual subscriptions are price-locked for the full year. If you don't accept a change, you can cancel.

9.1 Notice

We may change the published Fees, Add-On pricing, or introduce new fees at any time. Any change to the Fees applicable to your Plan will only take effect on a Renewal Date that is at least thirty (30) days after we notify you by email.

9.2 Your options

If you do not accept a price change, you may cancel before the Renewal Date in accordance with Section 10. Continued use of the Service after the price change effective date constitutes acceptance of the new Fees.

9.3 Annual price lock

For annual subscriptions, the Fees are locked for the full annual Subscription Period. Price changes take effect only at the next annual Renewal Date.

9.4 Enterprise Custom price changes

For Enterprise Custom subscriptions, price changes are governed by the Order Form. In the absence of an express renewal-pricing mechanism in the Order Form, this Section 9 applies.

10. Cancellation

In short: Cancel any time, online, in two clicks. No phone call. No retention chat. Access continues until the end of the period you've already paid for.

10.1 How to cancel

You may cancel your subscription at any time by.

Using the "Cancel Subscription" option in your account settings (the same channel through which you subscribed). 

Cancellation must be at least as easy as signing up. If you signed up online, you can cancel online. We do not require a phone call, a chat with an agent, or a retention conversation to cancel.

For Enterprise Custom customers, cancellation and non-renewal procedures are set out in the Order Form. In the absence of an express procedure, this Section 10 applies.

10.2 Effective date

Cancellation takes effect at the end of the current Subscription Period. You retain full access to your paid Plan until that date. For involuntary cancelations reference Section 8.2 

10.3 Cancellation confirmation

We will send a cancellation confirmation email within twenty-four (24) hours, setting out the following.

(a) The cancellation effective date. (b) The date your access will end. (c) Instructions for exporting your Customer Data. (d) How to reactivate if you change your mind.

10.4 No refunds for the unused portion

We do not refund the unused portion of any current Subscription Period, except where required by mandatory law, where set out in Section 12, or where Section 15.4 (Refund on non-acceptance of material changes) applies. You retain access until the end of the period you have already paid for.

10.5 Effect on Customer Data

Following cancellation, the data export and deletion timelines in Section 15.4 of the User Agreement apply.

11. Failed payments and dunning

In short: If a charge fails, we'll retry on days 1, 3, 5, and 7 and email you each step. Your access stays on for 14 days, then we suspend. Your data isn't deleted.

11.1 Retry schedule

If a scheduled charge fails, we will attempt to collect the Fees again on for two weeks up to 8 times after the initial failure, using standard payment-retry intelligence to maximise success.

11.2 Email notifications

We will email you as follows.

(a) On the day of the first failure (notice and prompt to update payment method). (b) On day(3) when Stripe tries to bill again and fails.

11.3 Grace period and suspension

Your access remains active during the dunning window. If we have not collected the outstanding Fees by day 14, we may suspend your access. We will not delete your Customer Data. You can resume by updating your payment method and clearing the outstanding balance, subject to Section 15.4 of the User Agreement.

11.4 Reinstatement

We may, at our discretion, charge a reasonable reinstatement fee where reinstatement requires manual intervention.

11.5 Invoiced customers

For invoiced Enterprise and Enterprise Custom customers, late-payment treatment is governed by Section 7.4 and any applicable Order Form.

12. Refunds

In short: We don't generally refund. We will if we've failed to deliver the Service, if you've been charged in error, or where law requires it. We also refund pro-rata if you decline a material change to these Terms (see Section 15.4). Your statutory rights aren't affected.

12.1 General rule

Subject to Section 12.2, Section 15.4 (Refund on non-acceptance of material changes), and any mandatory consumer-protection rights you may have, we do not provide refunds for Fees already paid. The 14-day Trial under Section 4 is provided as the standard trial period before any payment is taken on the Business Plan.

12.2 Exceptional refunds

We may, at our reasonable discretion, issue a partial or full refund where any of the following applies.

(a) We have failed to provide the Service for a sustained period due to our fault. (b) You have been charged in error. (c) A refund is required by mandatory law in your jurisdiction. (d) An Order Form provides for a refund mechanism.

Refund requests must be sent to [email protected] within thirty (30) days of the charge.

12.3 Statutory rights preserved

This Section 12 does not limit any non-excludable consumer rights you may have under mandatory law in your jurisdiction.

13. Service availability

In short: Business Plan is best-effort. Enterprise has a Standard SLA with service credits. Enterprise Custom has a contractual SLA in your Order Form.

13.1 Tier-specific service levels

Service availability commitments differ by Plan as follows.

13.2 Business Plan: best-effort

The Business Plan is provided on a best-effort basis. We use commercially reasonable efforts to keep the Service available and to respond to issues promptly, but we make no contractual uptime, response-time, or service-credit commitment. The disclaimers in Section 12 of the User Agreement apply.

13.3 Enterprise Plan: Standard SLA

The Enterprise Plan includes our Standard SLA. The Standard SLA covers the following.

(a) Target monthly uptime of 99.5%, calculated as set out in the SLA document. (b) Eligibility for service credits of up to 10–25% of monthly Fees where uptime falls below the target, requested in writing within thirty (30) days of the incident. (c) Standard support response targets. (d) Scheduled maintenance windows and exclusions.

The Standard SLA is the sole and exclusive remedy for service unavailability under the Enterprise Plan.

13.4 Enterprise Custom Plan: contractual SLA

The Enterprise Custom Plan includes a contractual SLA set out in the Order Form. The Order Form prevails over Sections 13.2 and 13.3 for that customer.

13.5 Maintenance and changes

We may schedule maintenance windows, security updates, and infrastructure changes that result in brief downtime. We will give advance notice where practicable. Emergency maintenance for security or stability reasons may be carried out without prior notice.

14. Add-Ons and promotional credits

In short: Add-Ons are bolt-ons billed on the same cycle as your Plan. Credits don't have cash value and expire after a year unless we say otherwise.

14.1 Add-Ons

Optional Add-Ons (such as web search grounding, enterprise SSO, audit logs, on-prem deployment, additional capacity, and others published at pricing page or set out in an Order Form) may be purchased alongside a base Plan.

(a) Add-On Fees are charged on the same billing cycle as the underlying Plan unless stated otherwise. (b) Add-Ons may be added or removed in line with Section 6.4 (mid-cycle changes). (c) Where an Add-On is required to deliver a feature on the Enterprise Custom Plan and is included in the Order Form Fees, no separate Add-On charge applies.

14.2 Credits and discounts

Promotional credits, vouchers, referral credits, and partner discounts are non-transferable, non-refundable, and have no cash value. Credits expire on the date stated at issue, or twelve (12) months from issue if no date is stated.

Credits are applied before charging your payment method on each invoice, until the credit balance is exhausted. We may withdraw, modify, or invalidate credits where we reasonably believe they have been obtained or used in breach of these Subscription Terms or fraudulently.



15. Changes to these Subscription Terms

In short: Material changes (billing, cancellation, refunds, Trial) get 30 days' email notice and you actively re-accept on next login. Minor housekeeping changes don't. If you decline a material change, your project is paused, your data is held for 30 days, and we refund the unused portion of your current Subscription Period.

15.1 Material changes

We may update these Subscription Terms from time to time. For any material change to commercial terms, including changes to billing mechanics, cancellation, refunds, or the Trial, we will do the following.

(a) Email you at least thirty (30) days before the change takes effect. (b) Require you to actively re-accept the updated Subscription Terms on your next login on or after the effective date, in line with Section 16 of the User Agreement.

If you decline the updated Subscription Terms, Section 15.4 (Refund on non-acceptance of material changes) applies. You may also cancel your subscription at any time as set out in Section 10.

15.2 Non-material changes

For non-material changes (such as clarifications, updated contact details, formatting, or changes to comply with law) we may update these Subscription Terms without re-acknowledgement, with notice via the Service or our website.

15.3 Price changes

Price changes are governed by Section 9, not by this Section 15.

15.4 Refund on non-acceptance of material changes

In short: If you decline an updated version of these Subscription Terms, we pause your project, hold your Customer Data for 30 days so you can export it, and refund the unused portion of your current Subscription Period on a prorated basis.

Where you are an existing paying customer and you decline a material change to these Subscription Terms under Section 15.1, the following applies.

(a) Subscription pause. Your subscription is paused with effect from the day the updated Subscription Terms take effect. From that date you no longer have active access to the Service.

(b) Data availability for 30 days. Your project, dashboards, and Customer Data remain available in read-only export mode for thirty (30) calendar days from the pause date so that you can export your data. The data export and deletion mechanics in Section 15.4 of the User Agreement apply at the end of that 30-day window.

(c) Prorated refund. We refund the unused portion of the Fees for your current Subscription Period on a prorated basis. The refund is calculated as follows.

  • Monthly subscriptions. Refund equals the Fees paid for the current month, multiplied by the number of remaining days in the month from the pause date, divided by the total number of days in the month.

  • Annual subscriptions. Refund equals the Fees paid for the current annual Subscription Period, multiplied by the number of remaining days in the period from the pause date, divided by the total number of days in the period.

  • Enterprise Custom subscriptions. The refund mechanism in your Order Form prevails. In the absence of an Order Form mechanism, this Section 15.4(c) applies.

  • Add-Ons and credits. Add-On Fees paid for the current Subscription Period are refunded on the same prorated basis. Promotional credits applied to the current period are not refunded in cash and expire on the pause date.

  • Taxes. Refunds include any tax (e.g. VAT) charged on the refunded portion of the Fees.

(d) Refund timing and method. Refunds are issued to the original payment method within fourteen (14) business days of the pause date. Where the original payment method is no longer valid, we will contact the Payer to agree an alternative refund method.

(e) No early termination charge. Declining a material change is not a breach of contract. We do not charge an early termination fee.

(f) Reactivation. You may reactivate your subscription at any time during the 30-day data-availability window by accepting the updated Subscription Terms. On reactivation, the prorated refund is reversed against new Fees due for the remainder of the original Subscription Period.

(g) Records. We retain records of the decline event, the pause date, the data-availability window, and the refund amount and date in line with Section 17.

15.5 Recap

The decline-and-refund mechanism in Section 15.4 protects existing paying customers from being held to materially changed Terms they have not accepted. It does not apply to non-material changes (Section 15.2) or to price changes (Section 9), each of which has its own mechanism.

16. Enterprise and Enterprise Custom Order Forms

In short: If you've signed an Order Form, it controls pricing and SLA. The User Agreement and these Terms cover everything else.

If you have signed an Order Form for an Enterprise or Enterprise Custom Plan, the following applies.

(a) The Order Form prevails over these Subscription Terms in respect of pricing, billing cycle, payment terms, term length, renewal mechanics, refunds, and service levels for that customer. (b) The User Agreement and the rest of these Subscription Terms continue to apply to the extent not inconsistent with the Order Form.

17. Audit, records, and consent retention

In short: We keep auditable records of every consent, reminder, decline, and refund for six years.

We retain records of the following.

(a) Your express affirmative consent to auto-renewal under Section 8.1. (b) All renewal reminders sent under Section 8.2. (c) All cancellation requests and confirmations under Section 10. (d) All dunning communications under Section 11. (e) All material-change re-acknowledgements under Section 15.1. (f) All material-change decline events and the resulting pause dates, data-availability windows, and refund amounts under Section 15.4.

These records are retained for at least six (6) years after termination of your subscription, in line with the DIFC limitation period.

18. General

In short: Standard housekeeping. The User Agreement governs everything not in here.

18.1 Relationship to User Agreement

These Subscription Terms supplement the User Agreement. The User Agreement governs the following.

(a) Licence grant, account use, acceptable use, and the AUP. (b) Intellectual property and Customer Data ownership. (c) Confidentiality. (d) Limitation of liability and indemnification. (e) Governing law (DIFC law) and forum (DIFC Courts opt-in). (f) Any matter not expressly addressed in these Subscription Terms.

18.2 Severability and waiver

The severability and no-waiver provisions in Section 18 of the User Agreement apply to these Subscription Terms.

18.3 Notices

Notices to you may be sent to the email address on your Account. Notices to us must be sent to [email protected] with a copy to [email protected].

18.4 Language

These Subscription Terms are drafted in English. The English version prevails over any translation.

Full NameEmail AddressDateRegistration No.

Licence Agreement

1. Introduction and acceptance

In short: This is a binding contract between you (or your organisation) and us. By signing up or using Cleotic, you accept these terms and agree to the DIFC Courts as the place to resolve any dispute.

This User Agreement ("Agreement") is a binding contract between General Dataworks DWC-LLC, a limited liability company registered in the Dubai South Freezone, United Arab Emirates ("Cleotic.AI", "we", "us", "our"), and the person or entity accessing or using the Cleotic.AI service ("you", "your", "User").

By clicking "I agree" at registration, by accessing the service, or by otherwise indicating acceptance, you confirm the following.

(a) You have read and understood this Agreement. (b) You have authority to bind yourself or the entity you represent. (c) You accept this Agreement and the documents it incorporates by reference (the Privacy Policy, the Subscription Terms, and, where applicable, the Data Processing Agreement). (d) If you do not agree, you must not access or use the service.

If you are accessing the service on behalf of an organisation, "you" means that organisation, and you confirm you have authority to bind it.

You expressly acknowledge and agree that, by accepting this Agreement, you are opting in to the jurisdiction of the Dubai International Financial Centre Courts for the resolution of any dispute arising under this Agreement, in accordance with Section 17.

2. Definitions

In short: What the capitalised terms mean.

  • "Service". The Cleotic.AI software-as-a-service platform, including all features, dashboards, APIs, reports, and related materials made available by us.

  • "Account". Your registered user account on the Service.

  • "Customer Inputs". Any data, content, brand information, brand lists, queries, prompts, configurations, or other materials you submit to the Service.

  • "Outputs". Any response, report, ranking, score, sentiment analysis, brief, insight, or other result generated by the Service in response to Customer Inputs.

  • "Service-Generated Data". Data created by the Service in the course of operating, including Outputs, derived metrics, AI-bot crawler tracking data, and analytics signals.

  • "Customer Data". Customer Inputs and any Outputs and Service-Generated Data attributable to you, taken together.

  • "Aggregated Data". Data derived from Customer Data that has been aggregated and anonymised so that it cannot reasonably be used to identify you, your organisation, or any individual.

  • "Personal Data". Any information relating to an identified or identifiable natural person, as defined in the applicable data protection law.

  • "AUP". The Acceptable Use Policy set out in Section 6.

  • "DIFC". The Dubai International Financial Centre.

  • "DIFC Courts". The courts of the Dubai International Financial Centre established under Dubai Law No. 12 of 2004 (as amended).

  • "Subscription Terms". The separate commercial terms governing fees, plans, billing, and cancellation, available at https://static.clickterm.com/clickwrap/4a56fd77-6687-4498-926b-4067194038a2/latest

  • "Privacy Policy". The document describing how we process Personal Data, available at https://static.clickterm.com/clickwrap/4a56fd77-6687-4498-926b-4067194038a2/latest .

  • "DPA". The Data Processing Agreement available to enterprise customers on request.

3. Licence grant

In short: While your subscription is active, you can use Cleotic for your own business. You can't resell it, copy it, reverse-engineer it, or use it to build a competing product.

Subject to your continuing compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service for your internal business purposes during the term of your subscription.

This licence does not include any right to do the following.

(a) Resell, sublicense, lease, or otherwise commercially exploit the Service or Outputs. (b) Copy, modify, or create derivative works of the Service. (c) Reverse engineer, decompile, or disassemble any part of the Service except to the extent permitted by mandatory law. (d) Use the Service or Outputs to develop, train, or improve any competing product, model, or service. (e) Use any automated means to access or extract data from the Service beyond rate limits we publish. (f) Remove or alter any proprietary notices.

4. Account registration and security

In short: Use accurate details. Keep your login secure. One Account per person. Tell us if something looks wrong.

You must provide accurate, complete, and current information at registration and keep it updated. You are responsible for the following.

(a) Maintaining the confidentiality of your credentials. (b) All activity that occurs under your Account. (c) Notifying us promptly of any unauthorised access or security breach.

Each Account is for one named user. Sharing credentials between individuals is prohibited and may result in suspension. Customers requiring multiple users must subscribe to additional seats under the Subscription Terms.

5. Customer Data, Outputs, and use rights

In short: You own what you put in. We own the platform, the models, and the insights we generate from running it. We can use anonymised data to build benchmarks. On the Business Plan, we may train our own models on your data unless you opt out. Enterprise and Enterprise Custom are opt-in only.

5.1 Ownership

You retain all rights, title, and interest in your Customer Inputs. We do not claim ownership of Customer Inputs.

We retain all rights, title, and interest in the following.

(a) The Service itself, including all software, models, methodologies, scoring algorithms, and visualisation logic. (b) Service-Generated Data, except to the extent it constitutes Personal Data of an identifiable individual, which we process in accordance with Section 9 and the Privacy Policy.

You are granted a worldwide, non-exclusive, royalty-free licence to use Outputs for your internal business purposes during the term of your subscription, subject to the restrictions in Section 3.

5.2 Licence from you to us

You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display, process, and analyse Customer Data solely as necessary to do the following.

(a) Provide and operate the Service for you. (b) Generate Outputs and Service-Generated Data. (c) Prevent or address technical, security, or abuse issues. (d) Comply with our legal obligations. (e) Carry out the purposes set out in Sections 5.4, 5.5, 5.6, 5.7, and 5.8 below.

5.3 Service-Generated Data

We process and own Service-Generated Data, including the following.

(a) Outputs generated for you. (b) AI-bot crawler tracking data capturing visits to your domains by AI/LLM crawlers (e.g. GPTBot, ClaudeBot, PerplexityBot, GoogleBot-Extended), to the extent collected via the Service. (c) Service telemetry, logs, and usage data describing how the Service is configured, used, and performs.

We may use Service-Generated Data to operate, secure, monitor, support, and improve the Service.

5.4 Aggregated and anonymised data

We may collect, generate, and use Aggregated Data for any lawful purpose, including the following.

(a) Operating, monitoring, and improving the Service. (b) Developing new features, models, and products. (c) Generating industry benchmarks, league tables, and visibility indices (the "Cleotic Index"). (d) Marketing, thought leadership, and public reporting (e.g. periodic AI-visibility reports).

This right is perpetual, irrevocable, and survives termination of your subscription. Aggregated Data is, by definition, not Personal Data and is not Customer Data once anonymised.

We will not publish Aggregated Data in a form that allows you, your organisation, your customers, or any individual to be re-identified.

5.5 AI model training

We may use Customer Data to train, fine-tune, evaluate, and improve our own machine-learning and artificial-intelligence models that power the Service ("Internal Models"), subject to the following.

(a) Right to opt out. You may opt out of having your Customer Data used for Internal Model training at any time, free of charge, via your account settings or by emailing [email protected]. Opt-out applies prospectively from the date of receipt and does not affect models already trained.

(b) Default by Plan.

  • Business Plan. Opt-out (use is permitted unless you opt out).

  • Enterprise Plan and Enterprise Custom Plan. Opt-in only. We will not use Customer Data of Enterprise or Enterprise Custom customers to train Internal Models unless the relevant Order Form expressly permits it.

(c) Mandatory carve-outs. Regardless of your Plan or opt-in/opt-out status, we will not use the following to train any model.

  • Personal Data of identifiable individuals contained in Customer Inputs (e.g. real-person names appearing in brand-monitoring queries) where we have no lawful basis to do so.

  • Special category Personal Data within the meaning of Article 9 UK GDPR / EU GDPR.

  • Customer Data subject to confidentiality obligations under Section 10.

  • Customer Data of an Enterprise or Enterprise Custom customer where opt-in has not been given.

(d) No third-party model training. We do not transfer Customer Data to third-party large language model providers (e.g. OpenAI, Anthropic, Google, xAI, Perplexity) for the purpose of training their foundation models. Customer Inputs sent to third-party LLMs at inference time are governed by the relevant provider's contractual no-training commitments, summarised in the Privacy Policy.

5.6 Cross-customer benchmarks and the Cleotic Index

You acknowledge that a core feature of the Service is the generation of cross-customer benchmarks, indices, and insights derived from Aggregated Data. By using the Service you agree that we may include your Aggregated Data contribution in such benchmarks and publications, in accordance with Section 5.4.

5.7 AI-bot crawler tracking data

Where you install or enable our crawler-tracking script, pixel, or integration on a domain you control, you authorise us to collect, process, and store data on AI/LLM bot visits to that domain, including bot identifier, user-agent, timestamp, URL path, and inferred behaviour signals. We use this data to do the following.

(a) Deliver the crawler-tracking feature to you. (b) Generate cross-customer Aggregated insights into AI-crawler behaviour, in accordance with Section 5.4. (c) Detect and respond to abuse or misuse of crawlers.

You confirm that you have the right to deploy our tracking instrument on the relevant domain.

5.8 Telemetry, usage analytics, and product feedback

We collect telemetry and usage analytics describing how you and your users interact with the Service. We use this data to operate, secure, support, and improve the Service. We may use Aggregated forms of this data for the purposes in Section 5.4.

If you provide feedback, suggestions, or ideas about the Service, you grant us an unrestricted, perpetual, royalty-free licence to use them without obligation to you.

5.9 Accuracy and lawfulness of inputs

You are solely responsible for the accuracy, legality, and appropriateness of Customer Inputs and for ensuring you have all rights and consents necessary to submit them to the Service, including in respect of any Personal Data they contain.

5.10 Survival

The licences granted in Sections 5.2 (to the extent necessary to comply with legal obligations or to defend claims), 5.4, 5.5(c) and (d), and 5.8 (in respect of feedback) survive termination of your subscription.

6. Acceptable Use Policy

In short: Use the Service lawfully and decently. Don't break things, don't abuse it, and don't use it to feed someone else's AI model.

You must not, and must not permit any third party to do any of the following.

(a) Use the Service in violation of UAE Federal Decree-Law No. 34 of 2021 on Combating Rumours and Cybercrimes, any applicable DIFC laws, or any other applicable law. (b) Submit content that is unlawful, defamatory, infringing, misleading, obscene, or that violates third-party rights. (c) Use the Service to send spam, phishing, malware, or other harmful content. (d) Attempt to gain unauthorised access to the Service, other accounts, or related systems. (e) Interfere with or disrupt the integrity or performance of the Service. (f) Use the Service to engage in benchmarking or competitive analysis to develop a competing product. (g) Use Outputs to train any large language model, machine learning model, or other artificial intelligence system. (h) Misrepresent your identity, affiliation, or authority. (i) Circumvent any technical limits, rate limits, or access controls. (j) Use the Service for any purpose subject to UN, UAE, US, EU, or UK sanctions or trade restrictions. (k) Submit special category Personal Data within the meaning of Article 9 UK GDPR / EU GDPR (e.g. health, biometric, racial, religious, political, sexual orientation data) without our prior written consent and an executed DPA.

(l) Create multiple Accounts, Organisations, or email registrations — or use shared or spoofed IP addresses, VPNs, or disposable email services — for the purpose of obtaining repeated free trials, free audits, or other entitlements beyond those available to a single Account, as further described in Section 4.3 of the Subscription Terms.

We may, in our reasonable discretion, investigate suspected breaches and suspend access where we believe a breach has occurred.

Where we determine that a breach of this Section 6 involves abuse of free trials, free audits, or the creation of multiple Accounts to circumvent payment obligations, we may impose a Permanent Ban on the User and all associated Accounts in accordance with Section 4.3 of the Subscription Terms.

7. AI-specific provisions

In short: AI Outputs are probabilistic. They can be wrong. You must verify them before relying on them. Don't use them as the sole basis for legal, financial, medical, or safety decisions.

7.1 Nature of AI Outputs

The Service uses artificial intelligence, including third-party large language models, to generate Outputs. AI Outputs are probabilistic, not deterministic. They may be inaccurate, incomplete, biased, outdated, or otherwise unsuitable for your purposes.

7.2 Verification obligation

You acknowledge and agree to the following.

(a) You must independently verify the accuracy and appropriateness of Outputs before relying on them. (b) You are solely responsible for any decision or action taken on the basis of Outputs. (c) Outputs do not constitute legal, financial, medical, or other professional advice.

7.3 Prohibited reliance

You must not use Outputs as the sole basis for decisions with legal, financial, medical, or safety consequences without independent professional verification.

7.4 Third-party AI providers

The Service incorporates large language models from third-party providers including OpenAI, Anthropic, Google, xAI, Perplexity. The performance, availability, and outputs of these models are not under our direct control. Customer Inputs sent to these providers at inference time are governed by contractual no-training and confidentiality commitments summarised in the Privacy Policy. We disclaim liability for any limitations or errors originating with such providers, to the extent permitted by law.

8. Intellectual property

In short: We own the Service and the brand. You don't get any rights in our IP beyond the use rights in this Agreement.

The Service, including all software, designs, methodologies, dashboards, analytics, brand-visibility scoring algorithms, the Cleotic Index, and the Cleotic.AI name and marks, is owned by us or our licensors and is protected by UAE, DIFC, and international intellectual property laws.

Nothing in this Agreement transfers any intellectual property rights to you except the limited licences in Section 3 and Section 5.1.

9. Privacy and data protection

In short: We comply with UAE PDPL, DIFC Data Protection Law, UK GDPR, and EU GDPR. We act as controller for our own data and processor for the Personal Data you put into the Service. We tell you about sub-processors, breaches, and international transfers, and we honour your rights as a data subject.

9.1 Applicable laws

In processing Personal Data, we comply with the data protection laws applicable to us and to the relevant data subjects, including the following.

(a) UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data (the "PDPL"), which applies to us as a UAE-onshore freezone entity. (b) DIFC Data Protection Law No. 5 of 2020, where Personal Data is processed within the DIFC. (c) UK General Data Protection Regulation (the "UK GDPR") and the UK Data Protection Act 2018, where the data subject is in the United Kingdom. (d) EU General Data Protection Regulation (the "EU GDPR"), where the data subject is in the European Economic Area. (e) Any other data protection law that applies to you or to your data subjects.

The choice of DIFC governing law in Section 17 does not displace the application of any data protection law that applies on a mandatory basis.

9.2 Roles

In respect of Personal Data processed in connection with the Service, the following applies.

(a) We act as controller for account registration data, billing and payment data, support communications, marketing communications, telemetry and usage data, and Service-Generated Data not attributable to an identifiable third-party data subject. (b) We act as processor on your behalf for any Personal Data of third parties contained in Customer Inputs that we process to deliver the Service to you. You are the controller of that Personal Data. (c) Where we generate Aggregated Data from Personal Data, we cease to act as processor or controller for that Aggregated Data once it is anonymised in accordance with Section 5.4.

9.3 Data Processing Agreement

Where we process Personal Data on your behalf as processor, the processing is governed by our Data Processing Agreement, available on request and required for Enterprise and Enterprise Custom Plans before any Personal Data is submitted as Customer Inputs.

9.4 Lawful bases (where we are controller)

We rely on the following lawful bases under UK GDPR, EU GDPR, and equivalent provisions of the PDPL.

(a) Performance of contract. To provide the Service, manage your subscription, take payment, deliver support, and process renewals and cancellations. (b) Legitimate interests. To operate, secure, monitor, and improve the Service. To prevent fraud and abuse. To train Internal Models in accordance with Section 5.5 (Business Plan). To generate Aggregated Data in accordance with Section 5.4. (c) Consent. For marketing communications under Section 9.10, for opt-in AI training where applicable under Section 5.5(b), and where otherwise required by law. (d) Legal obligation. To comply with tax, accounting, sanctions, AML, and other regulatory obligations. (e) Vital interests and public interest. Only in narrow circumstances such as preventing serious harm.

A balancing test for each legitimate-interest purpose is documented in our internal records and summarized in the Privacy Policy.

9.5 Sub-processors

We use third-party service providers ("sub-processors") to deliver the Service, including hosting, analytics, payment processing, communications, and AI model providers. The current sub-processor list is posted in the table below and forms part of the Privacy Policy.

Cleotic.AI engages the following sub-processors to deliver its services. Each sub-processor has been assessed for security, privacy, and regulatory compliance and is bound by a written data processing agreement.

Sub-processor List

Sub-processor

Service Provided

Processing Location

Data Processed

WorkOS

Authentication, SSO, identity and user management

United States

Name, email address, authentication credentials, organisation/workspace identifiers

Loops.so

Transactional and marketing email delivery

United States

Email addresses, name, email content (product updates, alerts, account notifications)

PostHog

Product analytics, session recording, feature flags, error monitoring

European Union

IP addresses, browser information, user interaction events, error logs, application performance data, anonymised usage data

Railway

Cloud infrastructure hosting, application deployment, data storage

United States

Customer account data, application data, brand visibility scan results, logs

OpenRouter

LLM API gateway and model routing

United States, Global

Non-personal prompt content only (brand names, competitor names, user-configured queries)

Anthropic

AI model provider (Claude family) for brand visibility analysis

United States

Non-personal prompt content only (brand names, competitor names, user-configured queries)

OpenAI

AI model provider (GPT family) for brand visibility analysis

United States

Non-personal prompt content only (brand names, competitor names, user-configured queries)

Google Cloud Platform

Business intelligence dashboards and data warehousing

United States, European Union

Aggregated and anonymised usage data, scan results

Google Ads

Advertising management and conversion tracking

United States

Account identifiers, campaign data, limited personal data via tags

Vercel

Frontend hosting, CDN, edge functions

United States, Global

IP addresses, browser information, application request data

Stripe

Payment processing and subscription billing

United States, European Union

Name, billing address, payment card information, transaction history

Beetracks

Website domain scraping and brand logo fetching — crawls monitored domains to retrieve brand assets and metadata used in visibility analysis

European Union

Domain names, URL paths, brand logo images, website metadata

Clickterm

Electronic agreement management, clickwrap consent capture, and retention of signed agreement records

European Union, United States

User name, email address, IP address, agreement acceptance records, consent timestamps, document version identifiers

inth.com

Cookie consent management — displays cookie banner, captures and stores user cookie preferences and consent records

European Union

Cookie preferences, consent records, IP addresses, browser identifiers, consent timestamps

AI Sub-processor Disclosure

Cleotic.AI uses third-party large language model providers (OpenRouter, Anthropic, OpenAI) solely to execute brand visibility queries against generative AI systems. The following safeguards apply:

  • No customer personal data is transmitted to any LLM provider. Prompts contain only brand names, competitor identifiers, and user-configured query templates.

  • No training data is collected. All LLM providers are configured to exclude Cleotic.AI traffic from model training under their respective enterprise / API zero-retention terms.

  • No memory or persistence is used. Cleotic.AI does not enable any model memory, conversation history, or cross-session state features. Each query is processed as a stateless request.

Changes to this List

Cleotic.AI will notify customers in advance of any material change to its sub-processor list, including the addition of new sub-processors. Customers may object to such changes in accordance with the terms of their data processing agreement.

We will give you reasonable advance notice of any new or replacement sub-processor processing Personal Data on your behalf, by email or in-app notice, and you may object to a new sub-processor on reasonable grounds in accordance with the DPA.

9.6 International transfers

Personal Data may be transferred outside the United Arab Emirates, the United Kingdom, and the European Economic Area, including to the United States and other jurisdictions where our sub-processors operate. We protect such transfers using appropriate safeguards, including the following.

(a) EU Standard Contractual Clauses (Decision (EU) 2021/914) for transfers from the EEA. (b) The UK International Data Transfer Addendum for transfers from the United Kingdom. (c) PDPL-compliant transfer mechanisms or recipient jurisdictions deemed adequate by the UAE Data Office. (d) Transfer impact assessments where required.

9.7 Data subject rights

Where we process your Personal Data, you have the right (subject to applicable law and exemptions) to do the following.

(a) Access your Personal Data. (b) Request correction of inaccurate Personal Data. (c) Request erasure. (d) Restrict or object to processing, including processing for direct marketing or based on legitimate interests. (e) Data portability. (f) Withdraw consent (where consent is the lawful basis), without affecting the lawfulness of processing before withdrawal. (g) Lodge a complaint with the UAE Data Office, the Information Commissioner's Office (UK), the relevant EU supervisory authority, or another competent regulator.

To exercise any of these rights, contact us at [email protected]. We will respond within the time limits set by applicable law (one calendar month under UK GDPR / EU GDPR; thirty days under PDPL).

9.8 Personal data breaches

We will notify you of any Personal Data breach affecting Personal Data we process on your behalf without undue delay and, in any event, within seventy-two (72) hours of becoming aware of it, in accordance with the DPA.

9.9 Retention

Retention periods for each category of Personal Data are set out in the Privacy Policy. Where we are controller, we retain Personal Data only as long as necessary for the purposes for which it was collected, plus any period required by law (e.g. six years for accounting and DIFC limitation purposes).

9.10 Marketing communications

We send marketing communications (such as product news, newsletters, and promotional offers) only to recipients who have given express opt-in consent at signup or subsequently. You may withdraw consent at any time via the unsubscribe link in any marketing email or by emailing [email protected]. Withdrawing marketing consent does not affect service-related communications (e.g. security notices, billing, renewal reminders, material change notifications), which are necessary for performance of the contract.

9.11 Special category and children's data

We do not knowingly collect special category Personal Data or Personal Data of children under sixteen (16). You must not submit such data as Customer Inputs unless we have agreed in writing and an appropriate DPA is in place.

10. Confidentiality

In short: Information you share in confidence stays in confidence. So does ours. Standard exclusions apply for things already public or independently developed.

Each party may receive confidential information of the other ("Confidential Information"). The receiving party must do the following.

(a) Use Confidential Information only to perform this Agreement. (b) Protect it with at least the same degree of care it uses for its own confidential information, and no less than reasonable care. (c) Not disclose it to third parties except to employees, contractors, or advisers bound by equivalent obligations.

Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party without confidentiality obligations.

Aggregated Data generated in accordance with Section 5.4 is not Confidential Information.

11. Third-party services and integrations

In short: We integrate with other platforms but we don't control them. If you connect a third-party account to Cleotic, you're letting us use it to deliver the Service.

The Service may integrate with third-party platforms (including search engines, AI providers, analytics tools, and social platforms). We do not control these third-party services and disclaim responsibility for their availability, accuracy, or behaviour.

If you connect a third-party account or API key to the Service, you authorise us and our processors to use that connection solely to provide the Service to you.

12. Service availability and disclaimers

In short: Specific uptime commitments live in the Subscription Terms. Otherwise, the Service is provided "as is".

12.1 Tier-specific service levels

Service-availability commitments are set out in the Subscription Terms and any applicable Order Form.

12.2 General disclaimer

To the maximum extent permitted by applicable law, the Service is provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including any warranty of merchantability, fitness for a particular purpose, accuracy, non-infringement, or uninterrupted operation.

13. Limitation of liability

In short: Our total liability is capped at the Fees you paid us in the last 12 months. We don't cover indirect or consequential losses. Some liabilities can never be limited (fraud, death, IP infringement, data protection breaches), and we don't try to.

13.1 Exclusion of certain damages

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, business, goodwill, or data, arising out of or in connection with this Agreement, even if advised of the possibility of such damages.

13.2 Liability cap

Subject to Section 13.3, our total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, shall not exceed the total Fees paid by you to us in the twelve (12) months preceding the event giving rise to the claim.

13.3 Excluded liability

Nothing in this Agreement limits or excludes either party's liability for the following.

(a) Fraud or fraudulent misrepresentation. (b) Death or personal injury caused by negligence. (c) Gross negligence or wilful misconduct. (d) Breach of confidentiality obligations under Section 10. (e) Infringement of the other party's intellectual property rights. (f) Breach of data protection obligations under Section 9 or the DPA, to the extent damages cannot be limited under applicable mandatory law. (g) Any liability that cannot be limited or excluded under DIFC law or other applicable mandatory law.

14. Indemnification

In short: You cover us for claims arising from your data or your misuse of the Service. We cover you for claims that the Service infringes someone's IP, up to the liability cap.

You will defend, indemnify, and hold harmless Cleotic.AI, its affiliates, and their respective directors, officers, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to the following.

(a) Your Customer Data or your use of the Service. (b) Your breach of this Agreement, including the AUP. (c) Your violation of any applicable law or third-party right, including data protection law in respect of Personal Data you submit as Customer Inputs.

We will indemnify you against third-party claims that the Service, when used in accordance with this Agreement, infringes that third party's intellectual property rights, subject to the liability cap in Section 13.2 and standard control-of-defence terms.

15. Suspension and termination

In short: We can suspend or end your access for breach, security risk, or insolvency. If your access ends, you have 30 days to export your data. We delete or anonymise it within 30 days.

15.0 Right to refuse service

We reserve the right to refuse access to, or registration for, the Service to any person or entity, at our sole and reasonable discretion and without obligation to provide a reason. Without limiting the foregoing, we may refuse or revoke access where:

(a) We have reasonable grounds to believe the applicant or User has engaged in, or is likely to engage in, conduct prohibited by this Agreement or the AUP. (b) The applicant or User has previously been subject to a Permanent Ban or termination under this Agreement. (c) Providing the Service would, in our reasonable judgement, create legal, reputational, or security risk for us or other users. (d) The applicant or User operates in a jurisdiction or sector subject to applicable sanctions or trade restrictions. (e) Any other circumstance in which we reasonably determine that providing the Service is inappropriate.

Refusal of service under this Section 15.0 is not a breach of contract and does not entitle the applicant or User to any compensation. Where access has already been granted and Fees paid, we will issue a prorated refund for the unused portion of the current Subscription Period in accordance with Section 15.4 of the Subscription Terms.

15.1 Suspension

We may suspend your access to the Service, in whole or in part, immediately and without notice, where any of the following applies.

(a) We reasonably believe you have breached this Agreement or the AUP. (b) Suspension is necessary to protect the security or integrity of the Service or other users. (c) Suspension is required by law or by a competent authority.

15.2 Termination by us

We may terminate this Agreement and your access to the Service in any of the following circumstances.

(a) Immediately on written notice, for material breach not cured within fourteen (14) days of notice. (b) Immediately, without notice, for repeated or egregious AUP breaches, security violations, or insolvency. (c) On thirty (30) days' written notice for convenience, where you are on a month-to-month plan.

15.3 Voluntary cancellation

Voluntary cancellation by you is governed by the Subscription Terms [ST §10].

15.4 Effect of termination

On termination, the following applies.

(a) Your right to access the Service ends immediately. (b) You may export your Customer Data within thirty (30) days of termination using available export tools. (c) We will delete or anonymise your Customer Data within sixty (30) days of termination, except where retention is required by law. (d) Any sections that by their nature should survive, including Sections 5.1 (in respect of our IP), 5.4, 5.5(c) and (d), 5.8 (feedback), 5.10, 8, 9, 10, 13, 14, 16, 17, and 18, will survive.

16. Changes to this Agreement

In short: Material changes get 30 days' email notice and you actively re-accept on next login. Minor housekeeping changes don't.

We may update this Agreement from time to time. For any material change, we will do the following.

(a) Notify you by email and by an in-app notice at least thirty (30) days before the change takes effect. (b) Require you to actively re-accept the updated Agreement on your next login on or after the effective date.

If you do not accept the updated Agreement, your access will be terminated and you may export your Customer Data in accordance with Section 15.4.

For non-material changes (such as clarifications, contact updates, or formatting), we may update this Agreement without re-acknowledgement, with notice via the Service or our website.

17. Governing law and dispute resolution

In short: DIFC law applies. Disputes go to the DIFC Courts. UAE Federal mandatory laws (PDPL, Cybercrime, sanctions) and any non-derogable data protection rights still apply where they should. The English version of this Agreement always wins.

17.1 Governing law

This Agreement is governed by, and construed in accordance with, the laws of the Dubai International Financial Centre (DIFC), without regard to its conflict-of-laws principles.

17.2 Forum: DIFC Courts opt-in

The parties irrevocably agree that the Courts of the Dubai International Financial Centre (the "DIFC Courts") shall have exclusive jurisdiction to settle any dispute, claim, or controversy arising out of or in connection with this Agreement (including its formation, existence, validity, interpretation, performance, breach, or termination, and any non-contractual obligations connected with it).

The parties expressly opt in to the jurisdiction of the DIFC Courts pursuant to Article 5(A)(2) of Dubai Law No. 12 of 2004 (as amended by Dubai Law No. 16 of 2011 and DIFC Law No. 2 of 2025), notwithstanding that one or both parties may have no other connection to the DIFC.

This is an express, written, and specific submission to the jurisdiction of the DIFC Courts as required for a valid opt-in.

17.3 Mandatory law carve-outs

Nothing in this Section 17 limits the application of any UAE Federal mandatory law that applies regardless of the parties' choice of law, including the PDPL, the UAE Cybercrime Law (Federal Decree-Law No. 34 of 2021), anti-bribery and anti-money-laundering law, and applicable sanctions regimes. Nor does it limit any non-derogable rights you may have under UK GDPR, EU GDPR, or other applicable data protection law.

17.4 Enforcement

Any judgment of the DIFC Courts may be enforced (a) within the DIFC, (b) in onshore Dubai under the Protocol of Jurisdiction between the Dubai Courts and the DIFC Courts, and (c) internationally under any applicable reciprocal enforcement treaty or arrangement, including the Riyadh Convention.

17.5 Language

This Agreement is drafted in English. The English language shall be the language of any dispute resolution proceedings. If translated into Arabic or any other language, the English version shall prevail between the parties.

17.6 Sanctions and compliance

Each party will comply with all applicable anti-bribery, anti-corruption, anti-money-laundering, and sanctions laws, including those of the UAE, UN, US, EU, and UK.

18. General provisions

In short: Standard housekeeping. The whole agreement, severability, no waiver, assignment, force majeure, notices, independent contractors, no third-party beneficiaries.

18.1 Entire agreement

This Agreement, together with the Privacy Policy, the Subscription Terms, and the DPA (where applicable), constitutes the entire agreement between the parties and supersedes all prior agreements relating to its subject matter.

18.2 Severability

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision will be replaced by an enforceable provision reflecting the original intent.

18.3 No waiver

Failure to enforce any provision is not a waiver of that or any other provision.

18.4 Assignment

You may not assign this Agreement without our prior written consent. We may assign this Agreement in connection with a merger, acquisition, or sale of assets, on notice to you.

18.5 Force majeure

Neither party is liable for failure or delay due to events beyond its reasonable control, including acts of government, war, terrorism, civil unrest, pandemic, internet or telecommunications failure, or natural disaster.

18.6 Notices

Notices to you may be given by email to the address in your Account or by in-app notification. Notices to us must be sent to [email protected] with a copy or sent to/by [email protected].

18.7 Relationship

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

18.8 No third-party beneficiaries

This Agreement does not confer any rights on any third party.

Records are retained for the duration of the user relationship plus six (6) years after termination, in line with the DIFC limitation period under DIFC Law No. 7 of 2005.