Terms of Service

Last Updated: October 20, 2025

1. Definitions

• “CLAIRE,” “we,” “us,” or “our” refers to Essential AI Solutions LTD, a company registered in the United Kingdom.
• “Service” refers to the CLAIRE platform, website (claire.trade), AI agents, APIs, and all related services.
• “User,” “you,” or “your” refers to the individual or entity accessing or using the Service.
• “Account” refers to your registered user account on the CLAIRE platform.
• “Agent” refers to the AI-powered autonomous negotiation agents deployed through the Service.
• “Customer Data” refers to all data, information, and content you provide or that is generated through your use of the Service.

2. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you and Essential AI Solutions LTD. By creating an account, accessing the Service, or clicking “I Agree,” you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you are entering into these Terms on behalf of a company or legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.

3. Eligibility

You must meet the following criteria to use the Service:

• You are at least 18 years of age
• You have the legal capacity to enter into binding contracts
• You are not located in a country subject to a U.S. or UK government embargo or designated as a “terrorist supporting” country
• You are not listed on any government prohibited or restricted party list

4. Account Registration and Security

4.1 Account Creation

To use the Service, you must create an account. You agree to provide accurate, current, and complete information during registration and to update such information to maintain its accuracy.

4.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access or security breach
• Enabling multi-factor authentication (required for Enterprise plans)

We are not liable for any loss or damage arising from your failure to protect your account credentials.

4.3 Account Restrictions

You may not:

• Share your account credentials with others
• Create multiple accounts to evade restrictions or limitations
• Use another person’s account without permission
• Sell, transfer, or sublicense your account to any third party

5. Service Plans and Pricing

5.1 Subscription Plans

CLAIRE offers multiple subscription tiers: Entrepreneur, SME, and Enterprise. Plan details, features, and pricing are available at claire.trade/pricing.

5.2 Fees and Payment

• Subscription Fees: Billed monthly or annually in advance
• Transaction Fees: Percentage-based fees on successfully completed deals (as specified in your plan)
• Payment Processing: Payments processed via Stripe; you agree to their terms of service
• Currency: All fees are in USD unless otherwise specified
• Taxes: Fees exclude applicable taxes, VAT, or duties, which are your responsibility

5.3 Price Changes

We may change our fees with 30 days’ notice. Founding Members receive lifetime locked-in pricing as specified in their agreement. Price changes do not apply retroactively.

5.4 Refund Policy

• 30-Day Money-Back Guarantee: Available for new Founding Members within 30 days of first payment
• No Refunds: After the 30-day period, subscription fees are non-refundable
• Transaction Fees: Non-refundable once a deal is completed
• Pro-Rata Credits: May be offered at our discretion for service outages exceeding SLA

5.5 Cancellation

You may cancel your subscription at any time. Cancellation takes effect at the end of your current billing cycle. You remain responsible for all charges incurred prior to cancellation.

6. Use of the Service

6.1 License Grant

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes.

6.2 Acceptable Use

You agree to use the Service only for lawful purposes. You will not:

• Violate any local, national, or international law or regulation
• Infringe upon intellectual property rights of any party
• Transmit viruses, malware, or other malicious code
• Attempt to gain unauthorized access to the Service or related systems
• Interfere with or disrupt the Service or servers/networks connected to it
• Reverse engineer, decompile, or disassemble any part of the Service
• Use the Service to send spam, phishing, or fraudulent communications
• Scrape, crawl, or use automated tools to access the Service without permission
• Resell, sublicense, or redistribute the Service without written authorization
• Deploy agents to conduct illegal, fraudulent, or deceptive negotiations

6.3 Agent Conduct and Responsibility

While AI agents operate autonomously, you remain legally responsible for all actions, commitments, and agreements made by your agents. You must:

• Configure agents with lawful negotiation parameters
• Monitor agent activity and review proposed agreements
• Approve final agreements before execution (where required by your settings)
• Ensure agents comply with applicable laws, regulations, and industry standards
• Maintain appropriate business licenses and authorizations

We are not a party to negotiations conducted by your agents. CLAIRE provides the technology platform; you are responsible for the substance and outcomes of negotiations.

7. Customer Data and Content

7.1 Ownership

You retain all rights, title, and interest in your Customer Data. We claim no ownership rights over your data.

7.2 License to Use Customer Data

You grant us a limited license to access, process, and use your Customer Data solely to provide and improve the Service. This includes:

• Processing data to enable agent functionality
• Storing data in our systems and backups
• Aggregating anonymized data for analytics and improvement
• Sharing with sub-processors as outlined in our Privacy Policy

7.3 Data Accuracy and Compliance

You represent and warrant that:

• Your Customer Data does not violate any laws or third-party rights
• You have obtained all necessary consents to provide the data
• Your data does not contain viruses, malware, or harmful content
• You comply with all applicable data protection laws (e.g., GDPR, CCPA)

7.4 Data Portability and Deletion

• Export: You can export your data at any time via dashboard or API
• Deletion: Upon account termination, we will delete your data within 30 days (except where retention is required by law or for backup/disaster recovery purposes up to 90 days)

8. Intellectual Property

8.1 CLAIRE’s IP

The Service, including all software, designs, text, graphics, logos, interfaces, code, and related materials, is the exclusive property of Essential AI Solutions LTD and is protected by copyright, trademark, and other intellectual property laws.

8.2 Restrictions

You may not:

• Copy, modify, or create derivative works of the Service
• Remove or alter copyright, trademark, or other proprietary notices
• Use our trademarks, logos, or branding without written permission

8.3 Feedback

If you provide feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free license to use, modify, and incorporate such feedback without compensation or attribution.

9. Third-Party Integrations

The Service may integrate with third-party platforms (e.g., Salesforce, HubSpot, Stripe). Your use of third-party services is governed by their respective terms of service. We are not responsible for the functionality, availability, or security of third-party services.

You authorize us to access your accounts on third-party platforms solely to provide the integration functionality. You may revoke this authorization at any time.

10. Service Availability and Support

10.1 Uptime SLA

We strive to maintain 99.9% uptime for paid plans, calculated monthly. Scheduled maintenance and factors outside our control are excluded from SLA calculations.

10.2 Support

• Entrepreneur Plan: Community support via documentation and forums
• SME Plan: Email support with 24-hour response time
• Enterprise Plan: 24/7 priority support with dedicated account manager

10.3 Maintenance and Updates

We may perform scheduled maintenance with advance notice. We continuously update the Service to improve functionality, security, and performance. You agree to accept updates automatically.

11. Warranties and Disclaimers

11.1 Limited Warranty

We warrant that the Service will perform substantially in accordance with our documentation under normal use. This warranty does not cover issues caused by misuse, unauthorized modifications, or third-party integrations.

11.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that:

• The Service will be uninterrupted, error-free, or secure
• Agents will achieve specific negotiation outcomes
• Any defects will be corrected
• The Service will meet your specific requirements

12. Limitation of Liability

This limitation applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and whether or not we were advised of the possibility of such damages.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or damages, so some of the above limitations may not apply to you.

13. Indemnification

You agree to indemnify, defend, and hold harmless Essential AI Solutions LTD, its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any third-party rights
• Negotiations, agreements, or transactions conducted by your agents
• Your Customer Data or content

14. Confidentiality

Both parties agree to keep confidential any non-public information disclosed during the term of this agreement. Confidential information does not include information that: (a) is publicly available, (b) was known prior to disclosure, (c) is independently developed, or (d) is disclosed with permission.

15. Term and Termination

15.1 Term

These Terms commence when you first access the Service and continue until terminated by either party.

15.2 Termination by You

You may terminate these Terms at any time by canceling your subscription and ceasing use of the Service. Cancellation takes effect at the end of the current billing cycle.

15.3 Termination by Us

We may suspend or terminate your access immediately if:

• You violate these Terms
• Your account is inactive for 12+ months
• Payment fails and is not resolved within 7 days
• We are required to do so by law
• Continuing to provide the Service creates security, legal, or business risk

We will provide reasonable notice unless immediate termination is required.

15.4 Effect of Termination

Upon termination:

• Your access to the Service will cease immediately
• You remain responsible for fees incurred before termination
• We will delete your data within 30 days (subject to legal retention requirements)
• Sections that by their nature should survive (e.g., payment obligations, indemnification, limitation of liability) will continue to apply

16. Dispute Resolution

16.1 Governing Law

These Terms are governed by the laws of England and Wales, without regard to conflict of law principles.

16.2 Jurisdiction

Any disputes arising out of or related to these Terms or the Service shall be subject to the exclusive jurisdiction of the courts of England and Wales.

16.3 Informal Resolution

Before initiating formal proceedings, you agree to attempt to resolve disputes informally by contacting us at legal@claire.trade. We will attempt to resolve the matter within 30 days.

17. General Provisions

17.1 Modifications

We may modify these Terms at any time by posting updated terms on our website. Material changes will be communicated via email at least 30 days before taking effect. Continued use of the Service after changes constitute acceptance of the updated Terms.

17.2 Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

17.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or our right to enforce it later.

17.4 Assignment

You may not assign or transfer these Terms or your account without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

17.5 Entire Agreement

These Terms, together with our Privacy Policy and any other referenced policies, constitute the entire agreement between you and Essential AI Solutions LTD regarding the Service and supersede all prior agreements.

17.6 Force Majeure

Neither party will be liable for delays or failures in performance resulting from causes beyond reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, or internet service failures.

17.7 Export Compliance

You agree to comply with all applicable export and import laws and regulations. You will not use the Service in violation of any trade sanctions or embargoes.

18. Contact Information

These Terms of Service are effective as of October 20, 2025 and apply to all users of the CLAIRE platform and website.

By using CLAIRE, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy.