Terms of Service
DRAFT — Subject to legal review before publication.
1. Introduction
These Terms of Service ("Terms") govern your access to and use of Cortiva HQ, the commercial management platform ("Service") provided by Cortiva Ltd ("we", "us", "our"). By accessing or using the Service you agree to be bound by these Terms.
Cortiva HQ is distinct from the open-source Cortiva agent framework, which is licensed separately under the MIT licence.
2. Definitions
- Account — your registered Cortiva HQ account.
- Agent — an autonomous software agent deployed and managed through the Service.
- Customer Data — any data you upload, create, or process through the Service, including agent configurations, procedures, and operational outputs.
- Subscription — the paid plan (Team, Business, or Enterprise) you have selected.
3. Account Registration
You must provide accurate, current information when creating an account. You are responsible for maintaining the confidentiality of your credentials and for all activities under your account.
4. Subscriptions and Payment
4.1. The Service is available under the subscription tiers described on our pricing page.
4.2. Subscriptions are billed monthly or annually in advance. All fees are quoted in GBP and are exclusive of VAT unless stated otherwise.
4.3. We may change pricing with 30 days' written notice. Existing subscriptions continue at the agreed price until the end of the current billing period.
4.4. You may cancel your subscription at any time. Cancellation takes effect at the end of the current billing period. No refunds are provided for partial periods.
5. Permitted Use
5.1. You may use the Service for your internal business operations in accordance with your subscription tier.
5.2. You must not:
- Sublicence, resell, or redistribute the Service without written authorisation.
- Reverse-engineer, decompile, or attempt to extract the source code of proprietary components.
- Use the Service for any purpose that violates applicable law or regulation.
- Circumvent usage limits, feature gates, or licensing controls.
6. Customer Data Ownership
6.1. You own your data. We claim no ownership over Customer Data. This includes agent configurations, learned procedures, operational outputs, and any data processed by your agents.
6.2. We access Customer Data only to provide and improve the Service, and as described in our Privacy Policy.
6.3. Upon termination, you may export your Customer Data for a period of 30 days. After this period, we may delete it in accordance with our data retention policy.
7. Intellectual Property
7.1. The Service, including its software, design, and documentation, is owned by Cortiva Ltd and protected by intellectual property laws.
7.2. We grant you a limited, non-exclusive, non-transferable licence to use the Service for the duration of your subscription.
7.3. The open-source Cortiva framework remains governed by its own MIT licence.
8. Availability and Support
8.1. We aim to maintain reasonable availability of the Service but do not guarantee uninterrupted access.
8.2. Support levels are determined by your subscription tier and any applicable Service Level Agreement.
9. Limitation of Liability
9.1. To the maximum extent permitted by law, our total liability for any claims arising from these Terms shall not exceed the fees paid by you in the 12 months preceding the claim.
9.2. We are not liable for indirect, incidental, consequential, or punitive damages, including lost profits or data loss.
10. Indemnification
You agree to indemnify and hold us harmless from any claims arising from your use of the Service, your violation of these Terms, or your agents' actions.
11. Modifications
We may update these Terms from time to time. Material changes will be communicated with at least 30 days' notice. Continued use after the effective date constitutes acceptance.
12. Termination
12.1. Either party may terminate the agreement with 30 days' written notice.
12.2. We may suspend or terminate your access immediately if you breach these Terms.
12.3. Sections 6, 7, 9, 10, and 13 survive termination.
13. Governing Law
These Terms are governed by the laws of England and Wales. Disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
14. Contact
For questions about these Terms, contact us at [email protected].