Effective date: TBD

These Terms of Service (the “Terms”) are a contract between you and Clove Financial Ltd (company number 16451137, registered in England & Wales, registered office 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ) (“Clove,” “we,” “our” or “us”). By accessing or using Clove’s software, application‑programming interfaces (the “API”), websites, and any related documentation or support (collectively, the “Services”), you agree to be bound by these Terms. If you are accepting on behalf of a company, you represent that you have authority to bind that entity. If you do not agree, do not use the Services.

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1. Eligibility and Accounts

You must be at least 18 years old and have full power and authority to enter into these Terms. To use certain features you must create an account and provide accurate, complete, and current information. You are responsible for all activities that occur under your credentials and must keep them secure.

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2. Changes to Terms or Services

We may update these Terms or the Services from time to time. Material changes will be posted on our website or sent to your account email at least 30 days before they take effect, unless immediate changes are required by law or to protect the security of the Services. Continued use after the effective date constitutes acceptance.

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3. Description of Services

Clove provides cloud‑based software and APIs that ingest and analyse bank, accounting, and related financial data; generate natural‑language responses; and deliver analytics dashboards, benchmarking reports, and machine‑learning outputs to business customers.

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4. Customer Data

“Customer Data” means any data, content, or materials that you or your authorised users submit to the Services, including bank transaction logs, accounting records, prompts, and files. You retain all rights in Customer Data, subject to the licences granted in Section 5. You represent that you have obtained all necessary rights and consents to provide Customer Data to Clove.

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5. Permitted Use of Customer Data

You grant Clove a non‑exclusive, worldwide licence to host, copy, process, transmit, and display Customer Data solely as necessary to (i) provide and maintain the Services; (ii) detect, prevent, and resolve security or technical issues; and (iii) develop, train, and improve our models, algorithms, and features, only after Customer Data has been de‑identified and aggregated so that neither you nor any natural person or legal entity can be identified.

Clove will not sell, disclose, or otherwise use raw, identifiable Customer Data for advertising or marketing purposes.

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6. Privacy and Security

Our collection and use of personal data is governed by the Clove Privacy Notice. We implement administrative, technical, and physical safeguards designed to protect Customer Data in accordance with the GLBA Safeguards Rule, CPRA, and industry standards such as SOC 2 Type II.

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7. Confidentiality

Each party agrees to protect the other party’s non‑public information using the same degree of care it uses to protect its own confidential information (but not less than reasonable care) and to use such information only to perform under these Terms. This duty survives for five (5) years after termination.

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8. Acceptable Use

You will not (and will not allow anyone else to): (a) use the Services in violation of any applicable law; (b) attempt to reverse engineer, decompile, or discover the source code or underlying algorithms of the Services except to the extent such restriction is prohibited by law; (c) use the Services to develop or train competing models or services; (d) submit or store infringing, defamatory, or otherwise unlawful content; (e) interfere with or disrupt the Services or their integrity or performance; or (f) exceed rate limits or quotas specified by Clove.

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9. Fees and Payment

If your plan requires payment, you agree to pay all fees specified in an order form or price schedule. Fees are non‑refundable unless required by law. Late payments may accrue interest at 1.5 % per month or the maximum rate permitted by law.

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10. Intellectual Property; Feedback

Except for Customer Data, Clove and its licensors own all rights, title, and interest in the Services, including all intellectual‑property rights and training data generated under Section 5. If you provide feedback or suggestions, Clove may use them without restriction or obligation to you.

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11. Open‑Source and Third‑Party Software

The Services may include components subject to open‑source licences. Such components are provided to you under their respective licences, which shall govern your use to the extent required by those licences.

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12. Term, Suspension, and Termination

These Terms commence when you first use the Services and continue until terminated. Either party may terminate for cause if the other party materially breaches these Terms and fails to cure within thirty (30) days’ notice. Clove may suspend your access immediately if needed to protect the Services or comply with law. Upon termination, your licence ends and you must cease use; Clove will delete or return Customer Data within thirty (30) days, except that de‑identified, aggregated data created under Section 5 may be retained.

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13. Disclaimers

The Services are provided “as is” without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non‑infringement, or availability. Clove does not warrant that the Services will be uninterrupted, error‑free, or free of harmful components, or that any output will be accurate or meet your requirements.

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14. Limitation of Liability

To the maximum extent permitted by law, in no event will Clove’s total liability arising out of or relating to these Terms exceed the amounts you paid (if any) to Clove for the Services in the twelve (12) months before the event giving rise to the claim, or one hundred U.S. dollars (US $100) if no fees were paid. Clove will not be liable for any indirect, incidental, consequential, special, or punitive damages, or for lost profits or revenues, even if advised of the possibility.

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15. Indemnification

You will defend, indemnify, and hold harmless Clove, its affiliates, and their respective officers, directors, employees, and agents from and against any third‑party claims, damages, or expenses (including reasonable legal fees) arising from your Customer Data, your use of the Services in violation of these Terms, or your breach of Section 8.

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16. Export and Sanctions Compliance

You represent that you are not located in, organised under the laws of, or ordinarily resident in any country subject to comprehensive U.S. sanctions, and that you are not on any U.S. government list of prohibited or restricted parties. You will comply with all applicable export‑control and sanctions laws.

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17. Governing Law and Dispute Resolution

These Terms and any disputes arising out of them are governed by the laws of England and Wales, without regard to conflict‑of‑law principles. The parties will attempt to resolve disputes in good faith; if unresolved, the courts of England shall have exclusive jurisdiction.

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18. Miscellaneous

These Terms constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements on that subject. If any provision is held unenforceable, the remaining provisions will remain in full force. Neither party may assign these Terms without the other party’s prior written consent, except that Clove may assign to an affiliate or in connection with a merger, acquisition, or sale of assets. Notices must be in writing and sent to the addresses set out below or via email to legal@clove.ai.

Clove Financial Ltd
71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ

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19. Contact

If you have any questions about these Terms, please contact Clove at hello@tryclove.com