We work hard to keep all our legal mumbo jumbo as simple as possible, but we still have to have it.
We are Greendeck Technologies Limited t/a Cliff, a company incorporated under the laws of England and Wales with company number 11706916 whose registered office is at Kemp House, 152-160 City Road, London, United Kingdom, EC1V 2NX (“Cliff.ai”, “we”, “our” or “us”).
Please find below two separate sets of terms and conditions:
(A) A standard software as a service agreement which applies to all our corporate customers who create an account with Cliff.ai for use of the platform; and
(B) An end user licence agreement which applies to all individual, authorised users of the platform. If you are not sure which set of terms and conditions apply to you, please contact us at [email protected].
By registering as a user of the Cliff.ai platform, you are indicating that:
Alternatively, if you and we have agreed in writing on a separate set of terms and conditions, such separate terms and conditions will apply in place of these.
Please note that this agreement contains terms and conditions relating to:
This is only a summary of some of the key terms in this agreement. We strongly suggest you read the entire agreement and print out a copy for future reference.
Before we begin, below is a list of the terms which we will use in this agreement and their meanings:
Authorised Users: employees, agents, consultants or independent contractors of the Client who are authorised by the Client to use the Services and the Documentation, as more particularly described in clause 3.1.
Authorized Employee: an employee of Cliff.ai who has a need to know or otherwise access Personal Data to enable Cliff.ai to perform their obligations under this Agreement.
Client: the person or company contracting with Cliff.ai under the terms and conditions of this agreement.
Client Data: the data inputted by an Authorised User or by Cliff.ai on the Client’s behalf for the purpose of using the Services or facilitating the Client’s use of the Services.
Confidential Information: information that is proprietary or confidential and is clearly labelled or conveyed as such, or information that would be regarded as confidential by a reasonable business person.
Documentation: the document(s) made available to the Client by Cliff.ai online via https://help.cliff.ai/ or such other web address notified by Cliff.ai to the Client from time to time which sets out a description of the Services and the user instructions for the Services.
Fees: the fees payable by the Client to Cliff.ai for the Services in accordance with the Fee Schedule.
Fee Schedule: the schedule of Fees as set out at: https://www.cliff.ai/pricing/, or some other pricing methodology as agreed in writing between the Client and Cliff.ai.
Plan: a package of user subscriptions selected by the Client which entitles a certain number of Authorised Users to access and use the Services and the Documentation in accordance with this agreement, as further specified in the Fee Schedule.
Services: the services provided by Cliff.ai to the Client under this agreement via: (i) the Cliff.ai platform available at www.cliff.ai (or any other website notified to the Client by Cliff.ai from time to time); and (ii) the ‘Cliff.ai’ mobile application, as are more particularly described in the Documentation.
Service Account: a connection made from the Software to an external source of data such as a 3rd party API.
Software: the online software application provided by Cliff.ai as part of the Services.
Support Services: the services provided by Cliff.ai to support and assist the Client’s use of the Services, as set out at https://www.cliff.ai/pricing/ or any other website address or document as may be notified to the Client.
Term: the term of this agreement, as defined in clause 14.1.
1.1 During the Term, Cliff.ai will provide the Services to the Client on, and subject to, the terms of this agreement.
1.2 The purpose of the Services is to communicate information and data relating to the Client's business and in accordance with metrics selected by Authorised Users. The Services do not provide an analysis of such information and data, and are not intended to amount to advice on which the Client should rely. The Client must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the Services.
1.3 Cliff.ai will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
1.4 Cliff.ai will, as part of the Services and at no additional cost to the Client, provide the Client with Support Services during normal business hours. Cliff.ai may amend the availability of certain Support Services in its sole and absolute discretion from time to time. The Client may also purchase enhanced support services separately at Cliff.ai's then current rates.
1.5 Cliff.ai may, from time to time during the Term:
1.6 The Client hereby acknowledge that certain Services, including Support Services, content, features or capacity, may not be available (in full or in part) depending on the Plan the Client have selected.
2.1 Subject to the Client complying with all terms and conditions in this agreement, Cliff.ai hereby grants to the Client a non-exclusive, non-transferable right to permit the Authorised Users to use the Services, Documentation and Software during the Term solely for the Client's internal business operations.
2.2 The Client must not, and will procure that Authorised Users must not, access, store, distribute or transmit any viruses, or any material during the course of its use of the Services (including the custom CSS feature, if applicable) that:
2.3 Except to the extent expressly permitted under this agreement, the Client undertakes that the Client will not, and will procure that Authorised Users will not:
2.4 The Client must use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Cliff.ai.
2.5 The rights provided under this clause 2 are granted to the Client only and, in the absence of express written consent, will not be considered granted to any subsidiary or holding company of the Client.
3.1 In relation to the Authorised Users, the Client undertakes that:
3.2 If Cliff.ai discovers that the Client has underpaid Fees, then without prejudice to Cliff.ai's other rights, the Client will pay to Cliff.ai an amount equal to such underpayment as calculated in accordance with the Fee Schedule within 10 working days of being notified of the underpayment.
3.3 In addition to the undertakings in clause 3.1 relating to the number of Authorised Users, the Client acknowledges that it is solely responsible for determining the permission rights (being either admin or read-only permission rights) of each Authorised User and for monitoring compliance with these permission rights and Cliff.ai will have no liability for the same.
3.4 The Client may, from time to time during any Term, request an upgrade or downgrade its Plan by either clicking the relevant link on the website or application the Services are provided on or by contacting us with details of the request (including the Client's account details) to the email address set out in clause 16.10. Provided all relevant information has been provided, the upgrade or downgrade will become effective, and access to the Services and Documentation (if applicable) will be updated, within one (1) working day of receipt of the Client's request. Fees will be pro-rated for the remainder of the then-current payment period and Cliff.ai will either issue a credit note to the Client which can be debited against the following payment period, or add a corresponding amount to the Fees due in the following payment period (as appropriate).
4.1 Cliff.ai undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable care and skill.
4.2 The undertaking at clause 4.1 will not apply to the extent of any non-conformance which is caused by a fault in third party API used to access Client Data, the use of the Services contrary to Cliff.ai's instructions (including custom application design and implementation), or modification or alteration of the Services by any party other than Cliff.ai or Cliff.ai's authorised contractors or agents. If the Services do not conform to the foregoing undertaking, Cliff.ai will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of achieving the desired performance. Such correction or substitution constitutes the Client's sole and exclusive remedy for any breach of the undertaking set out in clause 4.1. Notwithstanding the foregoing, Cliff.ai:
4.3 This agreement will not prevent Cliff.ai from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
5.1 The Client shall:
6.1 From time to time, Cliff.ai may, in its sole discretion, permit the Client to open an account (" Free Trial Account") for use of certain Services, at no charge and for a limited period of time (" Trial Period").
6.2 The Client acknowledges and agrees that the Services will be available free of charge until the earlier of (a) the end of the Trial Period for which the Client registered; (b) the start date of any subscription-based Plan by the Client; or (c) termination of the trial by Cliff.ai in its sole discretion.
6.3 During the Trial Period, this agreement may be terminated immediately by Cliff.ai giving written notice to the Client for any reason. Cliff.ai also reserves the right to disable or restrict the Client's access to the full range of Services without notice.
6.4 With the exception of clause 7 (payment) and any other clause which is inconsistent with this clause 6, the Client's use of the Services and the Documentation in a Trial Period will otherwise be governed by the terms of this agreement.
7.1 The Client must pay the Fees to Cliff.ai for the applicable Plan in accordance with this clause 7 and the Fee Schedule.
7.2 On the date the Client registers for a subscription-based Plan and every month or year thereafter during the Term, depending on the payment plan selected by the Client, the Client must pay Cliff.ai the Fees. The method of payment will be as agreed between the Client and Cliff.ai from time to time.
7.3 All Fees due under this agreement will be payable in US Dollars, are non-refundable (except as set out in clause 3.4) and are exclusive of value added tax, which will be added to the bill at the appropriate rate where applicable.
7.4 If, for any reason, the Client does not pay Cliff.ai the Fees within 10 working days of the due date for payment, then, without limiting Cliff.ai's remedies under clause 14:
7.5 Cliff.ai is entitled to increase the Fees, provided Cliff.ai gives the Client at least one month's written notice of the change. Fee changes will take effect on the next billing date. The Fee Schedule will be deemed to have been amended accordingly.
The Client hereby gives Cliff.ai permission to refer to the Client and the Services provided to the Client under this agreement, and use the Client's corporate logo in connection with the promotion of the Services in any media during the Term, including but not limited to the website www.Cliff.ai.
The Client acknowledges and agrees that Cliff.ai and/or its licensors own all intellectual property rights in the Services, the Software and the Documentation. Except as expressly stated herein, this agreement does not grant the Client any rights to, or in, patents, copyright, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, the Software or the Documentation.
10.1 Each party may have access to Confidential Information of the other party under this agreement. A party's Confidential Information does not include information that:
10.2 Each party must hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than the implementation of this agreement.
10.3 Each party agrees to take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.
10.4 This clause 10 will survive termination of this agreement for any reason.
11.1 Cliff.ai will protect the security of all Client Data in accordance with its security policy set out at https://support.Cliff.ai/hc/en-us/articles/203759278-Cliff.ai-Security.
11.2 The Client warrants that:
11.3 The Client acknowledges that it and/or the third party data source, not Cliff.ai, will have sole responsibility for the legality, reliability, integrity, accuracy and quality of such Client Data.
11.4 Cliff.ai only accesses and processes Client Data for the purpose of performing the Services. Cliff.ai will not be responsible for any loss, destruction, alteration or disclosure of the Client Data caused by a third party.
11.6 If Cliff.ai processes any personal data (as such term is defined in the General Data Protection Regulations) on the Client's behalf when performing its obligations under this agreement, the parties record their intention that the owner of Client Data (whether the Client or a third party) will, for the purposes of the General Data Protection Regulations, be the data controller and that Cliff.ai will be a data processor, and in such case:
The Client must indemnify Cliff.ai against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client's use or misuse of the Services and/or the Documentation, provided that:
13.1 Except as expressly and specifically provided in this agreement:
13.2 Nothing in this agreement excludes the liability of Cliff.ai for death or personal injury caused by Cliff.ai's negligence, for fraud or fraudulent misrepresentation or for any other liability that cannot be excluded under English law.
13.3 Subject to clause 13.2, Cliff.ai will not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for:
13.4 Subject to clause 13.2, Cliff.ai's total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement will in all circumstances be limited to the amount actually paid by the Client to Cliff.ai under this agreement in the 12 months preceding the date on which the claim arose.
14.1 This agreement commences on the date the Client registers as a user of the Cliff.ai platform. Unless terminated earlier in accordance with clauses 14.2 – 14.4 (inclusive), this agreement will continue for either:
14.2 The Client may terminate this agreement at any time and for any reason, with immediate effect, by clicking the relevant link to cancel its account on the website or application the Services are provided on.
14.3 Cliff.ai may terminate this agreement, such termination to take effect at the end of the then-current subscription period, by giving prior written notice to the Client.
14.4 Either party may terminate this agreement with immediate effect by giving written notice to the other party if:
15.1 Upon termination or expiry of this agreement for any reason:
16.1 Force Majeure. Neither party will in any circumstances be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party will be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for one (1) month, the party not affected may terminate this agreement by giving 10 working days' written notice to the other party.
16.2 Waiver. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.
16.3 Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, the other provisions or part provisions will remain in force and the invalid, illegal or unenforceable provision or part-provision will (where possible) apply with whatever modification is necessary to give effect to the commercial intention of the parties.
16.4 Entire Agreement. This agreement, and any documents referred to in it, constitute the entire agreement between the parties and supersedes any previous arrangement, understanding or agreement between then relating to the subject matter they cover. Each party acknowledges that in entering into this agreement it does not rely on, and will have no remedies in respect of, any statement, representation, assurance or warranty (whether in writing or not) of any person (whether party to this agreement or not), relating to the subject matter of this agreement, other than as expressly set out in this agreement.
16.5 Variation. No variation of this agreement will be effective unless it is in writing and signed by the parties (or their authorised representatives).
16.6 Assignment. The Client must not, without the prior written consent of Cliff.ai, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement. Cliff.ai may at any time assign, transfer, charge, sub-contract or deal in any other manner with any or all of its rights under this agreement.
16.7 No partnership or agency. Nothing in this agreement is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
16.8 Third Party Rights. No one other than a party to this agreement, their successors and permitted assignees, will have any right to enforce any of its terms.
16.9 Rights and remedies. The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
16.10 Notices. Any notice given to a party under or in connection with this contract must be in writing and must be: (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (b) sent by email to [email protected] (for Cliff.ai) and the email address provided by the Client during registration (for the Client). Any notice will be deemed to have been received: (d) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (e) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting or at the time recorded by the delivery service; or (f) if sent by email, at the time the notice is sent, provided that the sender did not receive a delivery failure notification.
16.11 Governing law and Jurisdiction. This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by the laws of England and Wales. The courts of England shall have exclusive jurisdiction over such disputes or claims.
17.1 One free account per person. You may only have one active, free Cliff.ai account at any time. Multiple Cliff.ai accounts for any person may be terminated.
17.2 Termination. Cliff.ai may terminate any free accounts that do not receive updates for 3 months or where the accounts are not accessed for 3 months. Free accounts may also be terminated immediately by Cliff.ai giving written notice to the Client for any reason.
17.3 Changes. Cliff.ai reserves the right to modify the services included on free accounts and/or limit access to free accounts.
By registering to use the Platform, you agree to the terms and conditions of this agreement which will bind you. If you do not agree to the terms of this agreement, please refrain from using the Platform.
1.1 To be eligible to access and use the Platform, you must be:
1.2 You represent and warrant to us that you are authorised by a Corporate Customer to use the Platform.
2.1 Subject to your compliance with the terms and conditions of this agreement, Cliff.ai hereby grants you a non-exclusive, non-transferable licence to access and use the Platform for the term of this agreement, solely for use as part of the Corporate Customer's internal business operations.
2.2 You must keep all user identification codes and passwords confidential and not disclose them to any third party (unless as part of a reassignment permitted by the Corporate Customer).
3.1 Except as expressly set out in this agreement or as permitted by any local law, you agree not to:
3.2 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and, in the event of any such unauthorised access or use, promptly notify Cliff.ai;
3.3 You warrant to us that all the information you provide to Cliff.ai is true and accurate to the best of your knowledge.
4.1 You must not access, store, distribute or transmit any viruses, or any material that is:
4.2 You also agree:
Cliff.ai is the owner or the licensee of all intellectual property rights in the Platform, and in the material published on it. All such rights are reserved. You acknowledge that you have no rights in or to the Platform other than the right to access and use the Platform in accordance with the terms of this agreement.
We may change this agreement at any time. Any changes we make in the future will be posted on https://Cliff.ai/legal/ and, where appropriate, notified to you by e-mail or displayed on-screen when you next access the Platform.
7.1 To the extent permitted by law, our maximum aggregate liability under or in connection with this agreement whether in contract, tort (including negligence) or otherwise, shall be limited to £100.
7.2 To the extent permitted by law, we exclude all conditions, warranties and representations which may apply to the Platform or any content on it, whether express or implied.
8.1 This agreement shall commence on the date you register to use the Platform and continue until the earlier of either termination under clause 8.2, or termination or expiry of the separate agreement between the Corporate Customer and Cliff.ai.
8.2 This agreement may be terminated in the following events:
8.3 On termination for any reason all rights granted to you under this agreement shall cease.
9.1 We may transfer our rights and obligations under this agreement to another organisation, but this will not affect your rights or our obligations under this agreement.
9.2 If we fail to insist that you perform any of your obligations under this agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
9.3 Each of the conditions of this agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
9.4 Please note that this agreement, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.