Terms of Service

1. Who these Terms are between

These Terms form an agreement between Kaminari B.V., trading as Cloudtract ("Cloudtract", "we", "us"), and the business or organisation that creates or accepts a Cloudtract workspace (the "Customer", "you").

Our registered address is Oudeschans 72a, 1011 LE Amsterdam, The Netherlands. We are registered with the Dutch Chamber of Commerce under number 63670887. Our VAT number is NL855345767B02. You can contact us at hello@cloudtract.ai.

Cloudtract is for business use only. By creating an account or accepting an order, you confirm that you act for a business or organisation and have authority to bind it. Consumers may not use the Service.

2. The agreement

The agreement starts when you create a workspace, accept an online order, sign an order form, or first use a paid plan. It consists of the order or checkout page, these Terms, the Data Processing Agreement (DPA), and any service description or support terms we expressly agree in writing.

If those documents conflict, the order form comes first, then the DPA for personal-data matters, then these Terms, and then the service description. Your purchase terms do not apply unless we expressly accept them in writing.

3. What Cloudtract provides

Cloudtract is a cloud service that helps businesses collect and organise contracts, subscriptions, invoices and related communications. Depending on your plan, it can extract information, monitor commitments and dates, compare information with public sources, send alerts, support collaboration, and help prepare possible next steps.

A "Protected Commitment" is one active commercial obligation that Cloudtract is asked to monitor. The related agreement, order forms, amendments, invoices and supplier messages count together as one commitment, not as separate commitments.

The features available to you are the features shown in your workspace or order. Features marked beta, preview, coming soon or similar are not part of the committed Service until we say they are generally available.

4. Accounts, workspaces and permissions

The person who creates a workspace is its initial Group Owner. The Group Owner can invite users, allocate roles, manage billing and act for the Customer. The Customer is responsible for keeping roles and access rights current.

Each user must use an individual account, keep access details secure, and tell us promptly at hello@cloudtract.ai if an account may have been compromised. You are responsible for activity carried out through your accounts unless it results from our breach of the agreement.

A Customer may manage more than one legal entity in one corporate-group workspace. Access can be limited by group, entity or record. You must only grant access to people who are permitted to see the relevant content.

5. Plans, pricing and Protected Commitments

The launch plans are: Free, with up to 3 Protected Commitments and up to 2 active users; Protect, at EUR 27 per corporate group per month or EUR 270 per year, with up to 15 Protected Commitments and unlimited users; and capacity packs, each adding 10 Protected Commitments, priced per pack per month at EUR 9 for the first 4 packs, EUR 5 for the next 5 packs and EUR 3 for every pack after that (yearly billing at ten times the monthly pack price).

Prices exclude VAT and other applicable taxes unless the checkout page says otherwise. The billing cycle for an add-on follows the main subscription. Mid-cycle additions may be charged on a prorated basis.

Uploading, forwarding or analysing a document does not automatically buy capacity. A Group Owner or authorised Billing Admin must confirm a purchase. When capacity is full, Cloudtract may analyse a new commitment, but it will not start ongoing protection until you add capacity or free an existing place.

We may apply fair-use and abuse controls to unusually heavy processing. We will not describe ordinary AI usage as customer credits or impose an undisclosed per-alert charge. If a control materially limits normal use, we will explain it in the product or contact you.

6. Payment, renewal and price changes

Paid subscriptions renew automatically for the same billing period until cancelled. You may cancel at any time in the billing portal; cancellation takes effect at the end of the current paid period. Fees already paid are non-refundable unless the agreement or mandatory law says otherwise.

Invoices and card charges are due on the date shown at checkout or on the invoice. If payment is late, we may charge statutory commercial interest and reasonable collection costs allowed by Dutch law.

If payment fails, we will normally give a 14-day grace period. During that period, existing commitments remain protected, but you may be unable to protect new ones. We may suspend paid features after the grace period. We will not silently choose which commitments lose protection if your capacity is reduced; an authorised user must make that choice.

We may change prices for a future renewal by giving at least 30 days' notice. If the change materially disadvantages you, you may cancel before it takes effect.

7. AI, alerts and important limits

Cloudtract uses software and AI to help interpret documents and information. AI can make mistakes. Extracted terms, summaries, comparisons, calculations, suggestions and draft messages are aids, not guaranteed facts.

Cloudtract is not a law firm, accountant, tax adviser, insurance broker or procurement adviser. The Service does not provide legal, financial, tax or other regulated advice. You remain responsible for decisions, notices, payments, negotiations and compliance.

A deadline is only reliable when the underlying evidence and context are correct. You must verify important dates, amounts, parties, notice methods and addresses against the signed contract and any amendments. Do not use Cloudtract as your only diary for a critical deadline.

Cloudtract will not send a notice, cancel a contract, make a payment, accept terms or take another legally binding external action without an explicit action by an authorised user.

8. Your content and instructions

"Customer Content" means the contracts, files, messages, data, instructions and other material you or your users provide to the Service. You keep ownership of Customer Content.

You give us a limited, non-exclusive right to host, copy, structure, extract, analyse and otherwise process Customer Content only as needed to provide, secure, support and improve the Service for you, comply with law, and follow your documented instructions.

We will not use Customer Content to train our own or a third party's general-purpose AI model unless you give a separate, explicit written opt-in. We may use de-identified operational measurements that do not reveal Customer Content or identify your business to operate and improve the Service.

You are responsible for the legality, accuracy and quality of Customer Content and for having the rights and lawful basis needed to upload and process it. You should not upload special-category personal data, criminal-offence data, passwords or payment-card details unless the use is necessary, authorised and appropriate safeguards are in place.

9. Data protection

For account, billing, website and direct relationship data, Cloudtract acts as an independent controller as explained in the Cloudtract Privacy Statement.

For personal data in Customer Content that we process on your behalf, the Customer is normally the controller and Cloudtract is the processor. The Cloudtract DPA applies to that processing and is incorporated into the agreement.

We will maintain a current subprocessor list at [SUBPROCESSOR URL] and will give the notice and objection rights stated in the DPA before adding a new material subprocessor.

10. Confidentiality and security

Each party will protect the other party's confidential information, use it only for the agreement, and share it only with people who need it and are bound to protect it. These duties do not apply to information that is public without breach, was already lawfully known, is received lawfully from someone else, or is independently developed.

We may disclose confidential information when law requires it. Where legally allowed, we will give advance notice and disclose only what is required.

We use appropriate technical and organisational measures designed to protect Customer Content. Security information is available at [SECURITY URL]. No online service is risk-free, and you must also use appropriate account, device and access controls.

11. Acceptable use

You and your users must not:

use the Service unlawfully or to infringe another person's rights;

upload malware or content designed to disrupt, deceive or compromise the Service;

try to bypass access controls, probe another customer's environment, or gain unauthorised access;

reverse engineer the Service except where mandatory law expressly permits it;

resell or provide the Service to third parties unless your order allows it;

use the Service or its outputs to build or train a competing product or model; or

place sensitive data in free-text prompts or integrations when it is not needed for the task.

12. Our intellectual property

We and our licensors own the Service, software, designs, documentation, models, prompts, workflows and related intellectual property. During the agreement, we grant you a limited, non-exclusive, non-transferable right to use the Service for your internal business purposes.

You may use and adapt outputs generated specifically from your Customer Content for your internal business purposes. This does not transfer ownership of the Service, third-party material, public-source content or generic know-how.

If you give feedback, you allow us to use it without restriction or payment, but we will not identify you publicly without permission. We will not use your name or logo in marketing without your prior written consent.

13. Third-party services and public sources

The Service may connect to payment providers, messaging tools, cloud services, AI or OCR providers, and public websites. Third-party services have their own terms and may change or become unavailable.

We are responsible for our selection and management of subprocessors as stated in the DPA. We are not responsible for a third-party service that you choose, connect or instruct us to use, except to the extent the issue was caused by our breach.

Public-source information may be incomplete, outdated or subject to different terms. Cloudtract will keep public research separate from signed Customer Content where the product supports that distinction.

14. Service operation and changes

We aim to keep Cloudtract available and useful, but we do not promise uninterrupted service unless an order includes a separate service level agreement. Maintenance, security work, provider outages, internet failures and events outside our control can affect availability.

We may improve, replace or remove features. We will give reasonable notice if a change materially reduces a paid core feature during your current term, unless an urgent security, legal or third-party issue makes advance notice impracticable. In that case, we will explain the change as soon as reasonably possible.

Support is available through [SUPPORT CHANNEL AND HOURS].

15. Suspension

We may suspend access when reasonably necessary to protect the Service or others, respond to a legal requirement, prevent suspected fraud or unlawful use, or address a material breach. Where practical, we will tell you first and give you a chance to fix the issue.

We will limit a suspension to the affected users, content or functions where reasonably possible. Suspension does not remove payment obligations for a period in which the Customer caused the suspension.

16. Ending the agreement and your data

Either party may end the agreement immediately if the other materially breaches it and does not fix the breach within 30 days after written notice, or becomes insolvent where the law permits termination.

You can export available portfolio data and original files during the subscription. After termination, we will keep an export available for 30 days unless law, security or a legal hold prevents it. You are responsible for exporting what you need.

After that period, we will delete or anonymise Customer Content from active systems in line with the DPA and our deletion process. Encrypted backups may retain residual copies for up to [BACKUP RETENTION PERIOD] and will be protected and removed through the normal backup cycle. We may retain billing, security and audit records where law or a legitimate legal need requires it.

17. Warranties

We will provide the Service with reasonable skill and care and substantially as described. If we materially fail to do so, you must tell us promptly and give us a reasonable opportunity to fix the issue.

Except for that commitment and any express promise in an order, the Service and outputs are provided as available. We do not guarantee that AI output is complete or correct, that every risk or saving will be found, or that an alert will prevent loss.

18. Liability

Nothing in the agreement limits liability that cannot lawfully be limited, including liability for intent or deliberate recklessness by a party's senior management, death or personal injury caused by negligence, or fraud.

Neither party is liable for indirect or consequential loss, loss of profit, revenue, anticipated savings, goodwill or business opportunity, or loss caused by the other party's failure to maintain reasonable backups or verify a critical deadline.

Subject to the paragraphs above, each party's total liability arising from the agreement in any 12-month period is limited to the greater of EUR 500 and the fees paid or payable by the Customer in that period. For breach of confidentiality or data-protection obligations, the cap is two times that amount.

The limits apply to all claims together, whether in contract, tort or otherwise. They reflect the pricing of the Service. A separate order may set a different cap for an enterprise plan.

19. Claims caused by Customer Content or misuse

The Customer will reimburse Cloudtract for reasonable losses and third-party claims caused by Customer Content that unlawfully infringes third-party rights, or by the Customer's deliberate unlawful use of the Service. This does not apply to the extent the claim was caused by Cloudtract's breach.

We will notify you promptly, allow you reasonable control of the defence and settlement, and provide reasonable cooperation. You may not settle a claim in a way that admits fault by Cloudtract or creates obligations for us without our written consent.

20. Changes to these Terms

We may update these Terms for legal, security, product or operational reasons. We will post the new version and its effective date. For a material change affecting a paid subscription, we will give at least 30 days' notice.

A material change will normally apply from your next renewal. If it must apply sooner for legal or security reasons, you may end the affected paid subscription and receive a fair refund for the unused prepaid period, unless the change is needed because of your breach or instruction.

21. General legal terms

Neither party is responsible for delay caused by an event outside its reasonable control, but the affected party must take reasonable steps to reduce the impact.

You may not transfer the agreement without our written consent, except as part of a genuine sale or reorganisation of your business. We may transfer it to an affiliate or successor as part of a reorganisation, financing or sale, provided this does not materially reduce your rights.

If a clause is unenforceable, the rest remains effective. A failure to enforce a right is not a waiver. The agreement creates no partnership, agency or employment relationship. No third party may enforce it.

Dutch law governs the agreement. The courts of Amsterdam, the Netherlands, have exclusive jurisdiction, unless mandatory law requires another court. The UN Convention on Contracts for the International Sale of Goods does not apply.

Notices about breach, termination or legal claims must be sent to hello@cloudtract.ai and to the Customer's account email or registered address. Operational messages may be sent in the Service or by email.