Platform terms of service
The terms that govern access to, and use of, a platform designed, deployed and run by Futuvara.
This is an unreviewed draft. It was written as a starting point and has not been checked by a lawyer. Terms of service are binding and the commercial clauses below carry real risk, so every item marked in red must be completed and the whole document reviewed by a qualified adviser before this page goes live.
1. These terms
These terms are between [Registered company name], trading as Futuvara, and the organisation that has agreed to them, referred to here as the Customer. They govern access to and use of the platform we build and operate for you.
Where we have signed a separate written agreement, an order form or a statement of work with you, that document takes precedence over these terms wherever the two conflict.
2. Definitions
- Platform. The software, interfaces, agents and services Futuvara makes available to the Customer under an order.
- Customer Data. Any data the Customer, or its users, submit to or generate through the Platform.
- Users. The people the Customer authorises to access the Platform.
- Order. The document setting out scope, fees and term.
3. Right to use the platform
For the term of the Order, and while fees are paid, we grant the Customer a non-exclusive, non-transferable right to access and use the Platform for its internal business purposes. [Confirm whether this is a licence or an ownership transfer. Your marketing says clients own the platform, and that promise must match this clause.]
4. Accounts and access
The Customer is responsible for its Users, for keeping credentials secure, and for all activity under its accounts. Tell us promptly at hello@futuvara.com if you believe an account has been compromised. We may suspend access where we reasonably believe it is necessary to protect the Platform or other customers.
5. Acceptable use
The Customer must not, and must not allow anyone else to:
- break the law, or infringe anyone's rights, through the Platform;
- upload malicious code, or attempt to disrupt or gain unauthorised access to the Platform;
- reverse engineer the Platform, except where the law says you may;
- resell or provide the Platform to a third party, unless the Order says otherwise;
- use the Platform to build a competing product.
6. Customer data and intellectual property
The Customer owns its Customer Data. The Customer grants us the rights we need to host and process that data in order to provide the Platform.
We own the underlying tools, frameworks and know-how we bring to the work, including anything we develop generally and reuse across engagements. [Set out clearly who owns what is built specifically for the Customer, since this is the clause most likely to be disputed.]
7. AI systems
The Platform uses AI systems, including autonomous agents, to perform work. The Customer acknowledges that AI output can be wrong, and that output should not be relied on as professional advice without human review. We operate agents within defined guardrails, and we do not permit our AI providers to train their models on Customer Data. [Confirm this matches every provider contract, and state what human oversight the Customer is responsible for.]
8. Fees
Fees are set out in the Order. [State payment terms, invoicing frequency, late payment interest, whether fees are exclusive of tax, and how and when prices may change.]
9. Confidentiality
Each party will keep the other's confidential information secret, use it only to perform these terms, and protect it with at least the care it applies to its own confidential information. This does not apply to information that is public through no fault of the receiving party, or that must be disclosed by law.
10. Warranties
We warrant that we will provide the Platform with reasonable skill and care. [State any uptime or service level commitment, or say plainly that none is given.]
Other than as stated in these terms, and to the extent the law allows, the Platform is provided as is, and we exclude all other warranties, including implied warranties of merchantability and fitness for a particular purpose.
11. Liability
Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.
Subject to that, neither party is liable for indirect or consequential loss, loss of profit, or loss of data, and each party's total liability is capped at [state the cap, for example the fees paid in the 12 months before the claim].
[This clause decides what happens when something goes badly wrong. Do not publish it without advice.]
12. Term and termination
These terms run for the term set out in the Order. Either party may terminate if the other commits a material breach and does not fix it within [number] days of written notice, or if the other becomes insolvent.
On termination, the Customer's access ends. We will make Customer Data available for export for [number] days, after which we may delete it. [Confirm the export format and the deletion timetable.]
13. Changes to these terms
We may update these terms. Where a change materially reduces the Customer's rights, we will give [number] days' notice before it takes effect.
14. Governing law
These terms are governed by the laws of [jurisdiction], and the courts of [jurisdiction] have exclusive jurisdiction over any dispute.
15. Contact
Questions about these terms go to hello@futuvara.com.