Terms of service

1. About these terms

1.1 These terms form a contract between Cleva Ltd (company 13999699, registered office 86-90 Paul Street, London, England, EC2A 4NE) ("Cleva", "we") and the business that signs up ("you"). They apply to Barbara and the Cleva team, the Cleva portal and any other service we provide (the "Service").

1.2 The Service is for businesses only. By signing up you confirm you are acting for a business and are authorised to bind it. Consumer protection law for individuals buying for personal use does not apply.

1.3 Our data processing agreement and any order or plan you choose in the portal form part of this contract. If they conflict, the data processing agreement wins on data protection, then the order, then these terms.

2. The Service

2.1 Barbara is an AI finance assistant your team messages on WhatsApp. Depending on your plan she reads supplier invoices and drafts bills in your Xero account, sends drafts to your approvers, and answers questions from your Xero data. Further assistants ("team members") are added as they launch. Features marked "coming soon" are not part of the Service until we launch them.

2.2 We may improve and change the Service. If a change materially reduces what you pay for, we will tell you at least 30 days in advance and you may cancel without charge for the rest of that period.

2.3 Messages run through shared Cleva WhatsApp numbers, unless your plan includes your own number.

3. Drafts, approvals and your decisions

3.1 Barbara prepares drafts. A bill becomes final in Xero only when a user you have given approval rights approves it. You are responsible for checking drafts before they are approved, including amounts, VAT, suppliers, account codes and bank details.

3.2 The assistants never pay money, move money or change bank details. Any payment file an assistant prepares must be reviewed and released by you in your own bank.

3.3 AI can make mistakes. The Service does not provide accounting, tax, legal or financial advice, and it does not replace your accountant or your own controls.

4. Your account and users

4.1 You decide who can use the Service and their role (Submitter, Approver or Director). You are responsible for your users' actions, for keeping their details accurate, and for removing people who leave.

4.2 Each user joins with a personal join code. Join codes and portal logins must be kept confidential. Tell us at once if you think an account has been misused.

4.3 You confirm you are entitled to give us your users' details and to connect your accounting system, and that you have told your users how the Service uses their information.

5. Free trial

5.1 New customers get a 14-day free trial, covering up to 50 invoices. One trial per business.

5.2 We take card or Direct Debit details when the trial starts and email you three days before it ends. Unless you cancel before the trial ends, your paid plan starts on day 15 and we charge you then.

6. Fees and payment

6.1 Fees are as shown in the portal when you sign up or change plan. Plans are charged per company, per month, in advance. Extra companies are charged at half price. Annual billing is charged in advance at ten months' fees for twelve months.

6.2 Cleva is not currently registered for VAT, so no VAT is charged. If we register, VAT will be added at the applicable rate and we will tell you first.

6.3 Payments are collected through Stripe. If a payment fails, we will tell you; if it is still unpaid 14 days later we may suspend the Service until it is paid. We may charge interest on late payments under the Late Payment of Commercial Debts (Interest) Act 1998.

6.4 We may change our prices with at least 30 days' notice. The change applies from your next billing period after the notice ends, and you may cancel before then.

7. Usage limits and fair use

7.1 Plans include usage limits, shown in the portal. If you reach a monthly usage cap, we pause processing for the rest of that month and tell you; a Director can raise the cap in the portal.

7.2 If your use is far above what your plan is designed for, we will talk to you before changing anything.

8. Acceptable use

8.1 You must not use the Service to: break the law or anyone's rights; send spam or message people who have not agreed to hear from you; send material that is unlawful, abusive or infringing; send special category data, such as health information; try to access other customers' data, overload or attack the Service, or get around its limits; manipulate the assistants into ignoring their safeguards; or copy or reverse engineer the Service.

8.2 You must also follow the rules of services the Service relies on, including WhatsApp's Business Messaging Policy and Xero's terms.

9. Other providers

9.1 The Service depends on providers including Meta (WhatsApp), Xero, Anthropic, Stripe and our hosting providers. We choose them carefully but are not responsible for their outages or for changes they make. Your own use of Xero and WhatsApp is also governed by their terms.

10. Data protection and confidentiality

10.1 When we process personal data for you, we do so as your processor under our data processing agreement. Our privacy notice explains the information we use for our own purposes.

10.2 Each party will keep the other's confidential information confidential and use it only for this contract, except where the law requires disclosure.

10.3 You own your data. You give us the rights we need to provide, secure and support the Service. We do not use your data to train AI models.

11. Intellectual property

11.1 We own the Service, including its software, workflows, prompts, the Cleva brand and the personas Barbara and her team. You get a non-exclusive right to use the Service during your subscription.

11.2 If you send us suggestions, we may use them freely.

12. Availability and support

12.1 We aim to keep the Service available at all times but do not guarantee it will be uninterrupted. We may carry out maintenance, ideally outside UK working hours.

12.2 Support is by email at hello@cleva.co.uk. We aim to reply within one working day.

13. Liability

13.1 Nothing in this contract limits liability for death or personal injury caused by negligence, for fraud, or for anything else the law does not allow to be limited.

13.2 Neither party is liable for loss of profit, revenue, business, goodwill or anticipated savings, or for indirect or consequential loss.

13.3 We are not liable for: payments you make or approve; drafts approved by your users; decisions you make using information from the Service; or failures of providers we do not control.

13.4 Our total liability in each 12-month period of the contract is limited to the fees you paid us in the 12 months before the event giving rise to the claim. During a free trial it is limited to £100.

14. Cancellation and ending the contract

14.1 Monthly plans continue until cancelled. You can cancel at any time in the portal or by email; cancellation takes effect at the end of the current billing period.

14.2 Annual plans run for the year paid for and renew unless cancelled before the renewal date. We email you 30 days before renewal.

14.3 Fees already paid are not refunded, except where we end the contract without cause, where we materially fail to provide the Service and do not fix it within 30 days of your notice, or where the law requires a refund.

14.4 Either party may end the contract by notice if the other seriously breaches it and does not fix the breach within 14 days of being asked, or becomes insolvent. We may suspend the Service immediately if needed to stop misuse or protect other customers.

14.5 When the contract ends, your users lose access, we remove our connection to your Xero, and we delete your service data within 90 days, as set out in the data processing agreement. Bills already in Xero stay in your Xero.

15. Changes to these terms

15.1 We may update these terms. We will email you at least 30 days before a change that materially affects you takes effect. If you do not agree, you may cancel before it takes effect.

16. General

16.1 Neither party is liable for delays caused by events beyond its reasonable control.

16.2 We may transfer this contract to a successor to our business. You may transfer it only with our written consent.

16.3 This contract is the whole agreement between us about the Service. No one else has rights under it under the Contracts (Rights of Third Parties) Act 1999.

16.4 If part of this contract is found unenforceable, the rest still applies. A delay in enforcing a right does not waive it.

16.5 Notices must be in writing, to hello@cleva.co.uk or our registered office for us, and to the account holder's email for you.

16.6 This contract is governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.