Terms of Service

1. Agreement

These terms form a binding agreement between [LEGAL ENTITY NAME] (“ClearPath”, “we”) and the person or organisation using the service (“you”). By creating an account, accessing the service, or accepting an invitation to a workspace, you accept these terms.

If you accept on behalf of an organisation, you confirm you are authorised to bind it, and “you” means that organisation.

2. The service

ClearPath provides workspace-based software for managing leads, opportunities, proposals, bills of quantities, contracts and related business records, with optional AI-assisted drafting, scoring and document extraction.

We may change, add or remove features. Where a change materially reduces core functionality you are paying for, we will give reasonable notice.

3. Accounts, workspaces and seats

A workspace is the unit of tenancy: its data, members and subscription are separate from every other workspace. The person who creates a workspace administers it and is responsible for it, including for what its members do and for paying for the seats it uses.

You are responsible for the accuracy of your account details, for keeping credentials confidential, and for all activity under your account. Tell us promptly at [SECURITY CONTACT EMAIL] if you suspect unauthorised access.

A person invited into a workspace may hold accounts in other workspaces. Each workspace is billed separately for the access it grants.

4. Subscriptions, fees and taxes

Paid plans are billed in advance for the billing period shown at checkout, and renew automatically until cancelled. Fees are stated exclusive of taxes unless shown otherwise; you are responsible for any applicable taxes, duties or withholdings.

Where a plan includes a number of seats or an allowance of storage, additional seats or storage may be added during a period and charged accordingly. Reducing seats or downgrading takes effect at the end of the current billing period.

Where a plan includes an AI allowance, that allowance is for the billing period and does not carry over — whatever is unused when the period ends is not refunded, credited or extended. Additional AI capacity may be purchased separately; purchased capacity does carry over while your subscription remains active, is non-refundable except where required by law, and is forfeited when the subscription ends. Purchased capacity is drawn on only after the included allowance for the period is exhausted.

Except where required by law, fees already paid are non-refundable, and cancelling stops future renewals rather than refunding the current period. If a payment fails, we may suspend access to paid features after giving notice.

We may change prices for a following period on reasonable notice. Continuing to use the service after the change takes effect is acceptance of the new price.

5. Your data and your content

You keep ownership of everything you put into ClearPath. We claim no ownership of your workspace content, and we do not use it to train our own models.

You grant us the limited licence needed to host, process, transmit, back up and display that content in order to provide the service to you — and nothing beyond that.

You are responsible for having the right to upload what you upload, and for ensuring that processing it through the service — including through an AI provider you configure — is lawful for the data it contains.

6. AI-generated output

AI features produce drafts. They can be wrong, incomplete, biased or fabricated, including where the output appears confident and well-formed.

You must review AI output before relying on it, and you remain solely responsible for anything you submit to a client, a public body or a tender authority. ClearPath gives no assurance that AI output is accurate, compliant with any procurement regulation, or suitable for any particular bid.

AI features are delivered in one of two ways, and which one applies to your workspace determines who holds the provider relationship and who bears the cost.

• Included AI. Where your plan includes an AI allowance, requests are served through a model provider we contract with, on our account and at our cost, up to the allowance for that billing period and using the models we make available for it. The allowance is for the period and does not carry over.
• Your own key. Where your workspace configures its own provider credentials, requests are served through that provider under your organisation’s account. Your use of it is subject to that provider’s terms, any cost it charges is yours, and no allowance is consumed.

You can require that your workspace uses only its own key, in which case the included allowance is never drawn on. The allowance is not refunded or discounted if you do, and the subscription price does not change.

7. Acceptable use

You must not:

• break the law, infringe anyone’s rights, or upload unlawful content;
• attempt to access another workspace’s data, bypass authentication or access controls, or probe the service for vulnerabilities without written permission;
• reverse engineer, resell, sublicense or provide the service to a third party except as these terms allow;
• upload malware, or use the service to send unsolicited messages or to scrape it at a volume that degrades it for others;
• use the service to build a competing product, or misrepresent AI output as independently verified.

We may suspend access for a serious or repeated breach. Where practical we will warn you first; where the breach threatens the security or integrity of the service or another customer’s data, we may act immediately.

8. Availability and support

We aim to keep the service available and to give reasonable notice of planned maintenance, but the service is provided without any uptime commitment unless a separate written service-level agreement says otherwise.

Third-party providers are outside our control, and we are not responsible for their availability, their changes or their acts. This covers both the integrations you enable — LinkedIn, Microsoft, a provider you supply your own key for, and others — and the AI provider we engage to serve your plan’s included allowance.

9. Intellectual property

The service itself, its software, design and documentation remain ours. These terms grant you a non-exclusive, non-transferable right to use the service during your subscription, and nothing more.

If you send us feedback or suggestions, we may use them without obligation or payment to you.

10. Confidentiality

Each party will protect the other’s non-public information with at least reasonable care and use it only for the purpose of this agreement. This does not apply to information that is public through no fault of the receiving party, was already known to it, or must be disclosed by law — in which case, where permitted, it will give notice first.

11. Disclaimers

To the fullest extent permitted by law, the service is provided “as is” and “as available”, without warranties of any kind, whether express, implied or statutory, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that the service will be uninterrupted, error-free or that AI output will be accurate.

Some jurisdictions do not allow the exclusion of certain warranties, so parts of this section may not apply to you.

12. Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost business or lost or corrupted data, even if advised such damages were possible.

Our total aggregate liability arising out of or relating to the service is limited to the amounts you paid us for the service in the twelve months before the event giving rise to the claim. Where you use the service on a free plan, that amount is zero.

Nothing in these terms excludes liability that cannot lawfully be excluded, including for death or personal injury caused by negligence, or for fraud.

13. Indemnity

You will defend and indemnify us against third-party claims arising from your content, your use of the service in breach of these terms, or your violation of law or of a third party’s rights.

14. Termination and what happens to your data

You may stop using the service and cancel a subscription at any time. We may suspend or terminate for material breach, non-payment, or where required by law.

After termination you will have [EXPORT WINDOW] to export your workspace data. After that period we may delete it, and once deleted it cannot be recovered. Export your data before you close an account.

Sections that by their nature should survive — ownership, confidentiality, disclaimers, limitation of liability, indemnity and governing law — survive termination.

15. Changes to these terms

We may update these terms. We will post the new version here and update the date above, and for material changes we will give notice in the application or by email before they take effect. Continuing to use the service after that is acceptance.

16. Governing law and disputes

These terms are governed by the laws of [GOVERNING LAW JURISDICTION], without regard to its conflict-of-laws rules, and the courts of [VENUE] have exclusive jurisdiction — except that either party may seek injunctive relief in any competent court to protect its intellectual property or confidential information.

If any provision is held unenforceable, the rest remains in force and the provision is applied to the maximum extent permitted.

17. Contact

Questions about these terms: [LEGAL CONTACT EMAIL]. How we handle personal data is described in our Privacy Policy, which forms part of this agreement.