Clever Digital Solutions Oy
Version: January 9th, 2025.

Visit website www.cleverille.com regularly for updates in these terms and conditions.

THESE GENERAL TERMS OF SERVICE (the « Terms ») are a legal and binding agreement between Clever Digital Solutions Oy, a Finnish corporation (« Cleverille » or « Clever » or « We » or « Us » or « Service Provider ») and you, or if you represent an employer or client, then the employer or client (« You » or « Client » or « Customer » or « Partner »), governing your use of Clever website (www.cleverille.com), the emailing services and all other related services that Clever provides (collectively the « Services » or « Products »).

Clever reserves all rights to change or update these Terms at any moment and at its sole discretion, by posting on its Website or by providing any other notice, if possible at least 30 days before its entry into effect, and your rights under these Terms will be subject to the most current version posted on the Website at the website, the emailing services and all other related services that Clever provides (collectively the « Services »).

PLEASE CAREFULLY READ THESE TERMS. BY SUBSCRIBING OR BY ACCESSING OR USING THE WEBSITE OR THE SERVICES, YOU AGREE THAT YOU HAVE READ AND AGREE, WITHOUT RESERVATIONS, TO BE BOUND BY THE LATEST VERSION OF THE AGREEMENT BEING THE FOLLOWING DOCUMENTS, LISTED BY ORDER OF PRIORITY:

• Specific Terms (defined below in article 1), if any;
• These Terms;
• Sending Policy (Anti-Spam Policy);

No Sensitive Information. 

YOU ACKNOWLEDGE THAT THE SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION.

Customer Responsibilities.

To realize the full value of the Service, your participation and effort are needed. Resources that may be required from you include a project manager, one or more content creators, a sales sponsor, an executive sponsor and a technical resource (or equivalent). Responsibilities that may be required include creating a persona, setting up and monitoring email campaigns, warming-up and adding mailboxes, verifying and adding contact details; acting as internal liaison between sales and marketing; providing top level internal goals for the use of the Service; attending regular success review meetings; and supporting the integration of the Service with other sales and marketing systems.

Article 1. Definitions

Each capitalised term herein shall have the meaning given below unless otherwise expressly stated.

« Assistance Services » means any consulting services, development, configuration and settings assistance provided by Service Provider in order to allow Client to access and use the Service, including integration of an API into its own website or implementation of an « SMTP-IMAP » protocol for email transfers. Assistance Services include Consulting Services, On-boarding and training services, as well as all related services.



« Data » means Client’s electronic data, whether or not personal data, which are collected, managed, processed and/or shared by Client and Service Provider, and which may be intended for third parties, through the Service access and use rights.



« Service » means the Clever externalised application solution that is hosted on the servers and/or cloud that Service Provider designates and that Client may execute remotely. The Service offers various features, including, but not limited to, management of emailing campaigns with real-time monitoring of sent email deliverability, sending and managing, transactional emails. Service Provider expressly reserves the right, at any time during the term of the Agreement, to adapt, arrange and/or modify any of the components granting access and use rights to the Service and the associated documentation, provided that the maintenance and support commitments are complied with for these operations. Similarly, Clever may, at any time, discontinue providing a platform deemed undesirable and/or obsolete and migrate services to a new infrastructure; in which case, Clever will endeavour to inform You as early as possible and invite You to migrate your account to the new infrastructure.



« Intellectual Property Right » means all industrial property and copyrights including patents, trademarks, designs and models, copyrights (audiovisual effects, graphic interfaces, preparatory design material, software and source code, specifications and ancillary documentation).



« Operating Policies » means the operational rules, guidelines and processes followed by Service Provider in the operation of the Service, and with which Customer’s compliance is also required in some cases. These Operating Policies are comprised of the Privacy Policy and Clever Sending Policy, as updated from time to time, and are incorporated herein.


« Specific Terms » means all specific terms and conditions mutually agreed with the Client stating in particular the financial and technical elements specified in quotation.


« Website » means the web pages associated with the technological features of the Service described in the Service Documentation that can be accessed by and configured for and/or by Client, especially the “Admin” interface, in accordance with the Agreement.

Article 2. Support and Service Levels

2.1 


We shall use reasonable efforts, in accordance with customary state of the art principles, to ensure that emails sent by You are properly routed to their recipients’ electronic mailboxes. To this end, We shall provide You with an online automatic monitoring service, enabling You to update and modify your mailing lists and emailing campaigns in real time.
You may also subscribe to additional recommended services in order to improve the Service. Such additional services shall be invoiced separately and shall be provided only after your prior acceptance of a quotation and are as referenced in the Specific Terms.

2.2 Support and Service Levels

‍You shall be responsible for appointing an administrator (the « Administrator »), who shall be in charge of collecting information and assistance requests from your users and for trying to respond to them.

We shall provide second level support for the Service (« Support »), consisting of (i) responding to the Administrator’s requests for information and support in connection with use of the Service, or (ii) resolving anomalies arising from use of the Service that the Administrator has not been able to fix despite its best first level support efforts.
The Administrator is to create a Support ticket by sending a request to: info@cleverille.com including as much detail as possible relating to the request for Support, it being agreed that only the Administrator may contact/access the Support service.

Article 3. Use of the Services

3.1 Use of the Services

You shall comply with the terms and use restrictions, if any, set out in these present Terms, and in the Operating Policies. You shall be responsible for ensuring that your users also comply with said Terms and use restrictions. You shall not interfere with or disrupt operation of the Service and shall comply with the Agreement for access to and use of this service. When You use the Clever API, You shall be responsible for your usage of the Clever platform and shall limit your API calls to a reasonable volume. Clever reserves the right, at its sole discretion, to take any necessary action to address any improper use. You subscribe to the Services in your name and on your behalf, and You are not entitled to send via our Services promotional emails for a third-party, nor to assign the use of all or part of the Services to your own customers, even for free;

As an indirect Clever subscriber, You subscribe to the Services in Your name but on behalf of your own clients with the objective of managing and/or reselling Clever to your clients. Specific Terms will be applicable to this usage, including that You must use sub-accounts to separate email traffic of your own clients using the Services and are responsible for the necessary support for the End Users.

3.2 Credentials

When You create your account, You undertake to share the information required to process your orders as requested on line, including, your surname, first name (or corporate name of your company), address, phone number and valid email. This Data shall be processed in accordance with our Privacy Policy, where we describe how We manage, process and store Your Data in the context of providing our services. You are responsible for the consequences of false or inaccurate information You have shared with us.

You shall keep confidential and secure all credentials, User IDs and passwords associated with your account, and to immediately notify Us of any unauthorized use of your account, or of any theft or loss of credentials allowing access to the account. Each account is personal and can only be accessed and used by You or the users duly authorized by You. You recognize and acknowledge that You may be liable for any unlawful, wrongful or fraudulent use of the account, and You shall indemnify and hold Us harmless against any action or claim arising from such a use. We reserve the right to request proof of your identity or authority before granting access to your account.

3.3 Content

You shall be solely and wholly liable (i) for any Data, information or content, in particular the content of emails, or newsletters sent by You through the Service, including if such content is provided by a third party, such as an SMTP relay or via the routing of an entire infrastructure (hereinafter collectively referred to as « Content »), and (ii) for the Content’s compliance with the regulations in force in accordance with article 4 below.

You acknowledge and warrant that the Content, whether in whole or in part, shall in no event:

1. infringe, misappropriate or violate any right, especially any Intellectual Property Right, of any third party whatsoever;
2. contain any virus or program designed to cause damage, intercept or misappropriate any system or Data or personal data in a fraudulent manner;
3. contain any unlawful, bullying, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature or any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable laws or regulations ;
4. contain any sensitive personal data, including social security number, individually identifiable health or health insurance information, bank account information or credit card information;
5. be false, misleading or inaccurate; or,
6. be in breach with the Operating Policies.

You acknowledge that We have the right, but not the obligation, to monitor the Service and any Data submitted to the Service. To comply with legal obligations in this respect, We may take any actions (including removing Content or denying routing of certain Data and emails) We reasonably believe are necessary to prevent unlawful activity in connection with the Service.You expressly acknowledge and agree that Clever shall not be liable for any loss or destruction of the Content, including the Data, and that You shall be responsible for ensuring that You have proper backups thereof.

3.4 Sending Policy

You undertake to comply with Our Sending Policy and, in particular, You acknowledge that You have been informed that in the event of breach of the provisions of this Policy, or if We receive an unusual number of complaints, We shall be entitled to terminate your subscription and/or close the master account or any associated sub-account, in which case You shall not be entitled to claim any refund or compensation.

We also reserve the right to temporarily limit your sending – which means that your daily and total emails sent will be limited in number and You will need to take the necessary measures to ensure that your practices comply with our Policy and requirements – before Clever can lift the temporary sending limit and allow You to send your desired volumes. A temporary sending limit subsequent to a breach of your contractual obligations means that You will remain liable for the payment of the amounts contractually due during the limitation period despite the limitation on your email sending options and no refund whatsoever will be made.

3.5 Acceptable Use

• Prohibited Email Actions 

You may not use Clever to send spam. Spam can be in the form of bulk email or one to one commercial emails.

Bulk email is spam when it is unsolicited. Unsolicited means the recipient has not granted verifiable permission for the message to be sent. Bulk means that the message is sent as part of a larger collection of messages that have substantively similar content. One-to-one commercial emails are spam when they violate CAN-SPAM. One-to-one commercial emails are also considered Spam if the data processed for purposes of sending that email is in scope of the General Data Protection Regulation (‘GDPR’) and you fail to provide notice to individuals and establish a lawful basis of processing.

You may not use the Service in any way (directly or indirectly) to send, transmit, handle, distribute or deliver: (i) spam in violation of the CAN-SPAM Act (referenced below) or any other law; (ii) email to an address obtained via Internet harvesting methods or any surreptitious methods (e.g., scraping or harvesting); (iii) email to an address that is incomplete, inaccurate and/or not updated for all applicable opt-out notifications, using best efforts and best practices in the industry, (iv) commercial electronic messages in violation of Canada’s Anti-Spam Legislation (referenced below), or (v) in violation of the General Data Protection Regulation (GDPR).

You may not use any misleading or false names, addresses, email address, or subject line. 

Email sent, or caused to be sent to or through the Service may not: (i) use or contain invalid or forged headers; (ii) use or contain invalid or non-existent domain names; (iii) employ any technique to otherwise misrepresent, hide or obscure any information in identifying the point of origin or the transmission path; (iv) use other means of deceptive addressing; (v) use a third party’s internet domain name without their consent, or be relayed from or through a third party’s equipment without the third party’s permission; (vi) contain false or misleading information in the subject line or otherwise contain false or misleading content; or (vii) use our trademark(s), tagline(s), or logo(s) without our prior written consent and only then pursuant to our trademark usage guidelines.

If you use email, we recommend that you adopt the Messaging, Malware and Mobile Anti-Abuse Working Group (M3AAWG) Sender Best Communications Practices (BCP), which were created and agreed upon with collaborative input from both volume email senders and Internet Service Providers. The Sender Best Communications Practices document is available here. You will use commercially reasonable efforts to follow these practices.

You are prohibited from using the Service to email lists that are likely to result in an excessive number of unsubscribe requests or Spam complaints or notices, as determined by acceptable industry practices.

• Telephone, SMS, and Message Marketing

You must comply with all laws relating to telephone marketing, including without limitation those specifically referenced in the ‘Proper Usage of Service’ section below. You must comply with all laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. If you use the Service to place telephone calls, you must also comply with all applicable industry standards, including those applicable guidelines published by the CTIA and the Mobile Marketing Association. You are prohibited from using or permitting access to use the Service to make emergency calls or to provide or seek emergency services.

You understand that you are required to comply with carrier compliance obligations and penalties in addition to these terms, which may have additional restrictions and requirements.

• No Disruption

You agree not to:

1. use the Service in a way that impacts the normal operation, privacy, integrity or security of another’s property.  Another’s property includes another’s account(s), domain name(s), URL(s), website(s), network(s), system(s), facilities, equipment, data, other information, or business operations;
2. use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser (also for example, scraping or harvesting);
3. use the Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Service;
4. attempt to gain unauthorized access to the Service; 
5. access the Service using another user’s unique login credentials, including reusing or sharing unique login credentials among multiple users;
6. access the Service other than through our interface; 
7. use the Service to gain unauthorized access to, use, monitor, make an unauthorized reference to, another’s property, unless you have the appropriate express prior consent to do so; or
8. use the Service in a way that causes or may cause any Clever IP addresses, Clever domains, or Clever customer domains to be blacklisted. 

Examples of prohibited actions include (without limitation) include hacking, spoofing, denial of service, mailbombing and/or sending any email that contains or transmits any virus or propagating worm(s), or any malware, whether spyware, adware or other such file or program.

These restrictions apply regardless of your intent and whether or not you act intentionally or unintentionally.

• Proper Usage of the Service

You will respect the limits that apply to your use of the Service (the “Service Limits”). We may update or change these Service Limits.

In addition, and without limiting the other requirements in this agreement, you may not (directly or indirectly) use the Service with content, or in a manner that:

• is threatening, abusive, harassing, stalking, or defamatory;
• is deceptive, false, misleading or fraudulent;
• is invasive of another’s privacy or otherwise violates another’s legal rights (such as rights of privacy and publicity);
• contains vulgar, obscene, indecent or unlawful material;
• infringes a third party’s intellectual property right(s);
• publishes, posts, uploads, or otherwise distributes any software, music, videos, or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you have all necessary rights and consents to do so;
• uploads files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person’s computer;
• downloads any file that you know, or reasonably should know, cannot be legally distributed in that way;
• falsifies or deletes any author attributions, legal or proprietary designations, labels of the origin or source of software, or other material contained in a file that is uploaded;
• restricts or inhibits any other user of the Service from using and enjoying our website and/or the Service;
• harvests or otherwise collects information about others, including e-mail addresses, without their consent;
• violates the usage standards or rules of an entity affected by your use, including without limitation any ISP, ESP, or news or user group (and including by way of example and not limitation circumventing or exceeding equipment use rights and restrictions and/or location and path identification detail);
• is legally actionable between private parties;
• is not a good faith use of the service; and/or
• is in violation of any applicable local, state, national or international law or regulation, including all export laws and regulations and without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act) (15 U.S.C. § 7701 et seq.), the U.S Telephone Consumer Protection Act of 1991 (47 U.S.C. § 227), the Do-Not-Call Implementation Act of 2003 (15 U.S.C. § 6152 et seq.; originally codified at § 6101 note), the General Data Protection Regulation (2016/679), the Directive 2000/31/EC of the European Parliament and Council of 8 June 2000, on certain legal aspects of information society services, in particular, electronic commerce in the Internal Market (‘Directive on Electronic Commerce’), along with the Directive 2002/58/EC of the European Parliament and Council of 12 July 2002, concerning the processing of personal data and the protection of privacy in the electronic communications sector (‘Directive on Privacy and Electronic Communications’), regulations promulgated by the U.S. Securities Exchange Commission, any rules of national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, the Personal Information Protection and Electronic Documents Act (PIPEDA) (S.C. 2000, c. 5), Canada’s Anti-Spam Legislation (CASL) (S.C. 2010, c. 23), Japan’s Act on Regulation of Transmission of Specified Electronic Mail (Act No. 26 of April 17, 2002) and any regulations having the force of law or laws in force in your or your email recipient’s country of residence;
• encourages, promotes, facilitates or instructs others to engage in illegal activity;
• promotes, encourages, or facilitates: hate speech, violence, discrimination based on race, color, sexual orientation, marital status, gender or identity expression, parental status, religion or creed, national origin or ancestry, sex, age, physical or mental disability, veteran status, genetic information, citizenship and/or any other characteristic protected by law. 

Organizations or individuals who promote, encourage, or facilitate hate speech, violence, discrimination, either through their own content or through distribution of user generated content, are prohibited from using the Service, regardless of whether the Service is used specifically for the prohibited activities. Violation of these standards may result in termination of your use of the Service.

You are responsible for moderating user generated content or user activity on your platform or service. User generated content that violates these standards may result in termination of your use of the Service.

You will use the Service for your internal business purposes and will not: (i) willfully tamper with the security of the Service or tamper with our customer accounts; (ii) access data on the Service not intended for you; (iii) log into a server or account on the Service that you are not authorized to access; (iv) attempt to probe, scan or test the vulnerability of any Service or to breach the security or authentication measures without proper authorization; (v) willfully render any part of the Service unusable; (vi) lease, distribute, license, sell or otherwise commercially exploit the Service or make the Service available to a third party other than as contemplated in your subscription to the Service; (vii) use the Service for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (viii) provide to third parties any evaluation version of the Service without our prior written consent.

• Restricted Industries 

Some industries have higher than average abuse complaints, which can directly impact our ability to provide the Service to other customers. To protect our customers, we reserve the right to discontinue your use of the Services if you are in one of these industries. Some examples include: 

• Cryptocurrency 
• Non-fungible tokens (NFTs)
• Escort and dating services 
• Pharmaceutical products
• Work from home, make money online, and lead generating opportunities
• Gambling services or products 
• Multi-level marketing or affiliate marketing 
• Selling ‘Likes’ or followers for a social media platform 

Analytics and LLM usage

• Analytics

We may use third-party Service Providers to monitor and analyze the use of our Service.

• Google Analytics

Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service. This data is shared with other Google services. Google may use the collected data to contextualise and personalise the ads of its own advertising network.

For more information on the privacy practices of Google, please visit the Google Privacy Terms web page: https://policies.google.com/privacy?hl=en

We also encourage you to review Google’s policy for safeguarding your data: https://support.google.com/analytics/answer/6004245.

• Large Language Models

We may use third-party Service Providers, providing API access to Large Language Models (LLMs) for the purposes of providing our Service.

Open AI

OpenAI is an American artificial intelligence research laboratory consisting of the non-profit OpenAI Incorporated and its for-profit subsidiary corporation OpenAI Limited Partnership. OpenAI conducts AI research with the declared intention of promoting and developing friendly AI

For more information on the privacy practices of OpenAI, please visit the OpenAI’s Privacy Policy web page: https://openai.com/policies/privacy-policy 

For more information on OpenAI’s terms of use, please visit: https://openai.com/policies/terms-of-use 

We also encourage you to review the OpenAI’s approach and policies for safeguarding your data: https://trust.openai.com/ and safety standards: https://openai.com/safety-standards 

Bard by Google

Bard is a conversational generative artificial intelligence chatbot developed by Google, based initially on the LaMDA family of large language models (LLMs) and later the PaLM LLM. It was developed as a direct response to the rise of OpenAI’s ChatGPT, and was released in a limited capacity in March 2023 to lukewarm responses, before expanding to other countries in May.

For more information on the privacy practices of Google, please visit the Google Privacy Terms web page: https://policies.google.com/privacy?hl=en

We also encourage you to review the Google’s policy for safeguarding your data: https://support.google.com/analytics/answer/6004245 and generative-AI specific terms of use: https://policies.google.com/terms/generative-ai 

• Error Reporting and Feedback

You may provide us directly at info@cleverille.com with information and feedback concerning errors, suggestions for improvements, ideas, problems, complaints, and other matters related to our Service (“Feedback”). You acknowledge and agree that: (i) you shall not retain, acquire or assert any intellectual property right or other right, title or interest in or to the Feedback; (ii) Company may have development ideas similar to the Feedback; (iii) Feedback does not contain confidential information or proprietary information from you or any third party; and (iv) Company is not under any obligation of confidentiality with respect to the Feedback. In the event the transfer of the ownership to the Feedback is not possible due to applicable mandatory laws, you grant Company and its affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialize) Feedback in any manner and for any purpose.

Article 4. Compliance with the Law

You (i) shall comply with all laws and regulations in force that are applicable in any country from which You access the Website and/or use the Service, as well as in any country to which You send emails, and (ii) shall indemnify and hold Us harmless from any action brought against Us, judgment entered against Us or loss We may sustain due to Your non-compliance with applicable laws and regulations.

Furthermore, You agree to reimburse Us for any action or formality We may be required to carry out to comply with a legal demand or request from an administrative or judicial authority in relation to your use of the Service.

In the event You become aware of a violation by any third party of any provision of these Terms or of any laws or regulations and, in particular, if You become aware of a security breach by a third party or discover a security breach, You shall immediately notify Us by any means, including by sending an email to info@cleverille.com

Article 5. Plans – Financial Terms

We offer various paid plans options to our Clients, with or without a fixed commitment period. You can find these options and the relevant pricing on our website at: [LINK] The pricing of these plans is available in EUR (€).

Your paid subscription shall be due and payable either on a monthly or yearly basis in advance from the date of your first paid subscription and will be automatically renewed thereafter on the same basis, subject to the full payment in advance of the fees due. You may not re-subscribe to the same paid monthly plan within twenty-one (21) days for the same account.

Payment may be made by:

– automatic debit upon paid-plan’s subscription and at each renewal

– bank transfer to the coordinates indicated on the company’s invoices

You authorize Clever to charge the payment You provide to Us for any and all costs and amounts that You owe Us for the Services.

Our paid plans have a fixed-term commitment (generally set to 12 months) and then renewed indefinitely in 12-month cycles. Unless otherwise agreed in writing, the Contract will continue for 12 months at a time. Termination must be made at least 3 months before the start of a new contract period.

When You subscribe to a paid plan, the financial conditions that are applicable to You (fees, schedule and payment terms) are set forth on the Specific Terms signed by You. Fees for the Service consist of a fixed fee (« Minimum Annual Fee ») and a variable fee («Variable Fee »), if any, depending on the volume of emails processed on behalf of Client. Unless otherwise stated, the Minimum Annual Fee is non-cancelable and non-refundable for any reason whatsoever.

You will remain responsible to pay all amounts due to Us until the termination effective date. In the absence of such a termination, the plan shall be automatically renewed for the same fixed term, and You shall be invoiced according to the initial schedule payment not including any overage charges.

Service Provider or Yourself may also terminate the plan in advance in the event the other Party materially breaches the Agreement and fails to cure such material breach within thirty (30) calendar days after receipt of a notice of such breach, sent by certified mail, return receipt requested. Notwithstanding the foregoing, termination may be immediate in the event of the following circumstances: Client’s non-compliance with the Anti-Spam Policy in accordance with provisions of Article 6.3 of these present Terms; in the event of a breach of any laws and regulations ; in the event of a breach or attempted breach of the security of the Website; or, in the event of fraud or attempted fraud in connection with use of the Website or the Service.

5.1 Common provisions for all paid plans

The plan fees do not include the cost of equipment and Internet access enabling use of the Service, the costs of which shall be borne by You.

Client Account Services fees, if any, are specified on the purchase order and/or the special terms. They do not cover, and You agree to separately reimburse Us for all out-of-pocket expenses incurred by Us in connection with the Client Account Services including: (i) travel expenses, including airfare, car rental and travel time exceeding four hours per week; (ii) accommodation expenses, including the cost of hotels; (iii) meal expenses, including breakfast, lunch, and dinner; (iv) translation and/or interpretation services; and, (v) costs of materials. Client Account Services fees shall be invoiced when the purchase order is signed. They are non-cancelable and non-refundable.

Any delay in payment (i) will allow us to recover and without notice late interest, any collections fees and other amounts as allowed by law and (ii) may immediately, after notice, temporarily suspend access to and use of the Service and/or terminate your subscription. All amounts payable are quoted excluding taxes. You shall pay any and all taxes imposed by any government on the amounts payable for the Services, or reimburse Us in the event We have paid such amounts, for which You are personally responsible.

Clever reserves the right to change the Services fees by notifying You by email with at least a thirty (30) day notice. If You do not accept the new fees as notified to You, You shall cease all use of the Services on or before the last day of the monthly period already paid at the date of the notification and terminate your plan. For fixed term plans, the fees applicable are the ones in force on the date of your order; the new fees will be applicable to You only on the renewal date of your plan.

You agree not to seek Clever liability and not to dispute payment for the sending of Your emails, even in the event any of them are blocked by a third party and do not reach their recipient as You would have desired.

5.2 Fee Changes

Clever, in its sole discretion and at any time, may modify Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

Clever will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of Service after Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

Article 6. Termination

6.1 Right of withdrawal

The Services are reserved exclusively for a professional use and any regulations on consumer or retraction rights are not applicable to the Services.

6.2 Termination, Cancellation and Continuity of the Contract

The Client may terminate this Contract by paying in full the payment obligations specified in the signed Contract for the entire remaining term of the Contract, unless otherwise agreed.

The length of the contract period is set out in the contract which is signed with the Client. The Contract shall automatically continue after the contract period as an indefinite contract, unless the Client has terminated the Contract by email to info@cleverille.com. Unless otherwise agreed in writing, the Contract will continue for 12 months at a time. Termination must be made at least 3 months before the start of a new contract period.

6.3 Termination and/or deletion of an account upon Clever initiative

Clever may terminate your Account and the performance of Services at its sole discretion under the following circumstances:

at any time and for any legitimate reason for a free plan provided reasonable notice is given; or, after You have been notified by Clever following any breach of laws or regulations or these Terms, including but not limited to: if payment or partial payment of any sum due by You is not received by Clever; in the event of a payment incident; when using the Services to send emails that do not comply with the Sending Policy; in the event of a breach or attempted breach of the Website security; or, in the event of fraud or attempted fraud when using the Website. Clever discovers; that the Partner is intentionally or through gross negligence abusing the Service contrary to its purpose. Before terminating the Contract, the Partner is given the opportunity to correct its actions.

6.4 Consequences of the termination

Upon expiration or termination of your account for any reason whatsoever, all amounts still owed by You, shall become due and payable immediately. We will not refund any prepaid fees and will charge You the full amount that We would have been entitled to charge for the remaining term.

You are advised that as of the effective termination date of your account, You will cease to have access to your account and to the Data stored therein, subject to the provisions of the Privacy Policy and applicable laws.

Article 7. Intellectual Property – Access and Use Rights

7.1 Trademarks

The service name Cleverille and all trademarks referenced on the Website, without limitation, are among the registered trademarks of Service Provider. You are not allowed to use any such trademarks without Service Provider’s express written agreement. All Website content, including graphics, logos, page headers, icons, and service names are the property of Service Provider and its affiliates. Other trademarks that appear on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Service Provider.

7.2 Copyrights


All elements on the site, such as graphic elements (including graphical interface), logos, headers, icons, service names,literary content, computer programs, etc. are protected by copyright laws, and remain the full property of their authors. You are not allowed to use the content or design of the site without Service Provider’s express written agreement. You may not use, copy, modify, create or distribute a derivative work. Concerning the computer programs used, You also cannot reverse engineer, decompile or otherwise attempt to extract the source code of our platform. Any activity that infringes terms of the Agreement violates copyright law and will be prosecuted according to the current applicable laws.

7.3 Right of Access and Use

Subject to full payment of all fees when due for any paid plans, Clever authorises/grants You a limited, non-exclusive, non-transferable, personal and temporary right to access and use the Service. This grant of rights shall not be deemed an assignment of any intellectual property rights.

7.4 Exclusive rights

Clever has the exclusive right to intervene to adapt, arrange and/or modify any of the components of the Service and in particular, to correct any errors. Clever remains the owner of all intellectual property rights, protecting, where appropriate, the works and services performed by Us in connection with our Services, as well as all associated documentation, but also all copies of such works and services, their derivatives, modifications and enhancements.

7.5 Intellectual property related to the Data

In the case where the Data (with the exception of personal Data) are protected by an Intellectual Property Right, You grant to Clever, free of charge and for the duration of this Agreement, and for an unlimited period after the end of the Agreement, a right to use the Data that are collected, managed, processed and/or shared by You in connection with the Services. You are informed that this Data will be used by Clever to improve the Services, except if you specifically ask to opt-out of Services improvement program.

Article 8. Warranties

Clever makes all reasonable efforts to deliver a functional Service and substantially compliant with its documentation, but does not guarantee an error or “bug” free service. If You notice a non-compliance issue, You must notify Clever as soon as possible and Clever undertakes to make every reasonable effort to remedy the non-compliance issue,as this is Your only recourse.

Clever also ensures that Support Services will be provided, where appropriate, according to the description given in the Specific Terms signed by You, where applicable, and proper codes of practice, as the Service Provider is only bound by an obligation of means in this instance.

You declare, warrant and agree, in Clever favor, that: (1) You have the right and authority to subscribe and use the Services, and accept these Terms, and if You accept the Agreement on behalf of a corporation or other entity, to link that company or other entity hereunder; (2) You have the right and executing authority of your obligations under these Terms; and, (3) all Data, information or content that You provide to Clever in the context of your access to the Website and use of the Services is accurate and up-to-date.

Furthermore, You acknowledge that Clever does not control the transfer of Data via the internet, and cannot be held responsible for delays or delivery problems arising from internet or other outside connection issues.

Article 9. Limitation of Liability

LIABILITY

• Links To Other Websites

Our Service may contain links to third party web sites or services that are not owned or controlled by Clever.

Clever has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

YOU ACKNOWLEDGE AND AGREE THAT Clever. SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH THIRD PARTY WEB SITES OR SERVICES.

WE STRONGLY ADVISE YOU TO READ THE TERMS OF SERVICE AND PRIVACY POLICIES OF ANY THIRD PARTY WEB SITES OR SERVICES THAT YOU VISIT.

• Disclaimer Of Warranty 

THESE SERVICES ARE PROVIDED BY COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THEIR SERVICES, OR THE INFORMATION, CONTENT OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THESE SERVICES, THEIR CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK.

NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, THEIR CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

• Limitation Of Liability

EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD US AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS’ FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF COMPANY, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

The Service, as well as the Website may include links to other websites or other Internet sources. In so far as We can not control these sites and external sources, Clever cannot be held responsible for the availability of such external websites or sources, and may not be held liable in any way for the content, advertising, products, services or other materials on or available from such external websites or sources. Clever provides links only as a convenience, and such inclusion of any link does not imply that We endorse the linked websites or any part of their content. In addition, Clever cannot be held responsible for the behavior or actions of other users, nor for any proven or alleged damage or loss subsequent to or in connection with access to, use of or the fact of having relied upon the content, products or services available on such external sites or sources.
Clever will be freed from the performance of Services, following an event of Force Majeure.

Furthermore, for maintenance reasons, Clever may suspend temporarily access to the Services; in such cases, Clever will endeavor to notify You and to keep the length of the interruption to a minimum.

In any event, Clever (including its third party suppliers, employees or representatives) may not, under any circumstances, be liable for indirect or consequential damages of any kind,including and without limitation, loss of revenue, profits, chance, business interruption, or Data loss, even if the parties were informed of the possibility of such damages.
Moreover, as to any indirect Clever subscriber, in no event shall Clever be liable for any End User, in particular in the event of temporary or permanent suspension of the Services due to non respect of the Clever Sending Policy by Yourself or the End User.
In all cases, Clever total liability is limited, all damage combined, to the amount paid by You to Clever, if any, for use of the Website and Services during the twelve (12) months preceding the date on which the damage occurred. This limitation does not apply to damage due to bodily injury (including death) or to willful misconduct or gross negligence.
You acknowledge that You have subscribed to the Services with knowledge of (i) the risks related to them, and (ii) the level of risk accepted by You. The prices applicable have been agreed upon inconsideration of this article, which is integral to the economic balance of the Agreement.

Article 10. Confidentiality

Service Provider and You undertake to treat as confidential, and to not reproduce or disclose, other than for the sole purposes of performing the Agreement, the information and documents exchanged between them as well as any disclosures obtained during thisAgreement.

Both Parties shall also oblige all contracting parties, subcontractors, client or any third party to maintain confidentiality with the same reasonable care standard as its own confidential information.

Both Parties acknowledge that any breach of its obligations with respect to confidential information may cause the other party irreparable injury for which there are inadequate remedies at law, and that the injured party shall be entitled to seek equitable relief in addition to all other remedies available to it. Client shall not disclose to a third party the results of any performance tests conducted on the Service, without the prior written consent of Service Provider.

Excluded from the obligation to maintain confidentiality is information that is generally available to the public or whose disclosure is required for legal reasons, or due to a judicial or administrative ruling.

Article 11. Miscellaneous

11.1 Transfer of the Agreement – Change of Control‍

For the avoidance of doubt, it is hereby reiterated that Client has a personal, temporary, non-transferable and non-exclusive right to access and use the Service.
Under these conditions, it is expressly agreed that Client shall not transfer the Agreement or any right derived from the access and use of the Service to a third party, whether by a contribution, assignment, concession, merger, demerger, loan or otherwise, including without consideration, or within the group to which Client belongs, without Service Provider’s prior written agreement.

11.2 Subcontracting


Service Provider reserves the right to use subcontractor(s) of its choice to provide the services in connection with the Services, and shall remain liable to Client for the performance thereof in accordance with the present Terms and subject to the reservations stipulated in the Agreement.

11.3 Entire Agreement

These Terms, including the Operational Policies along with any purchase order and/or special conditions, constitute the entirety of the commitments between You and us. It establishes all of the Parties’ rights and obligations and supersedes all prior oral or written commitments that directly or indirectly concern the subject matter of the agreement between us. This Agreement binding us may only be modified by a written amendment which is signed and designated as such by both Parties (You and us).

11.4 Severability

If any one of the provisions of the Agreement is deemed void under any legal principle, law or regulation, or is invalidated by a court decision, it shall be severed from the Agreement, but the other provisions of the Agreement shall remain in full force and effect.

11.5 Force Majeure

Clever shall not be responsible for any default or delay due to extraordinary events beyond its control including, without limitation, strikes, lock-outs, shutdown of internet connections by Internet provider, cyber-attacks on the Website (« Force Majeure »).

If a Force Majeure event occurs, this Agreement shall be automatically suspended during the time the Force Majeure event continues, and neither Party shall be liable to the other for non-performance or delay in the performance of required obligation(s) due to the Force Majeure event, provided the non-performing Party gives prompt written notice of its inability to perform specified obligation(s) due to the event and uses reasonable efforts to resume its performance of its obligation(s) as soon as possible. It is agreed that the other Party may, during the time the Force Majeure event continues, similarly suspend performance of its obligations until such time as the non-performing Party resumes performance of its obligation(s).The Parties shall meet in order to jointly determine the conditions for resuming performance of the Agreement as soon as possible. If a Force Majeure event continues for more than a period of sixty (60) days, the Agreement may be terminated by either Party, by giving notice by certified mail, return receipt requested, effective immediately, if the impacted obligations are material obligations under the Agreement. Notwithstanding the foregoing, in no event shall a Force Majeure event.

11.6 Governing Law – Jurisdiction

These Terms are subject to Finnish law. Failing amicable settlement, any difficulties related to their interpretation or validation, and any dispute between us will be the exclusive jurisdiction of the Paris courts, notwithstanding multiple defendants or third party claim.

Article 12. Customer Data

You own and retain all rights to all information that you submit or collect via the Service (“Customer Data”). This Agreement does not grant us any ownership rights to Customer Data. You grant permission to us and our licensors to use the Customer Data only as necessary to provide the Service to you and as otherwise permitted by this Agreement. If you are using the Service on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

We will not use Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Service to you and only as permitted by applicable law and this Agreement. 

“Customer Data” means any data and content stored or transmitted via the Services by or on behalf of you or your end-users (which may include data you elect to import from third party services you use). This includes messages you send, files you upload, comments on files, and anything else you enter or upload into Clever.

In order to use our Clever Services, you must link a 3rd party email account to your Clever Services account and we require that you grant us certain rights with respect to Your Data. For example, with your permission (which you are granting by using the Services), the Clever Service’s software will obtain access to your email account in order for you to being able to send emails via Clever Service and Service to check for replies on emails you sent. You retain full ownership of Your Data. We do not claim any ownership to any of it.

As well we need to be able to transmit, store and copy Your Data in order to display it to you and your teammates, to index it so you are able to search it, to make backups to prevent data loss, and so on. Your acceptance of this ToS gives us the permission to do so and grants us any such rights necessary to provide the service to you, only for the purpose of providing the service (and for no other purpose). This permission includes allowing us to use third-party service providers (such as Amazon Web Services) in the operation and administration of the service and the rights granted to us are extended to these third parties to the degree necessary in order for the service to be provided.

You are solely responsible for your conduct, the content of Your Data and your communications with others while using the Services. For example, it’s your responsibility to ensure that you have all rights and permissions needed to comply with these Terms and to avoid infringement or violation of any rights of others. You will be responsible for your users’ compliance with these Terms and will use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify us promptly of any such unauthorized access or use.

All emails uploaded to a Clever account may be verified for their validity in order to provide high-quality deliverability standards, lower bounce rates, and maintain a high deliverability reputation for our customers. Email addresses that are detected as invalid will be blocked by the system and the user will not be able to send emails to this address via Clever. In order to provide this safeguard service to our customers, Clever can use data regarding the status of email validity and deliverability (i.e. bounced, invalid, valid, risky) for any email that is imported or added manually to an account to improve the internal email validation functionality.

You acknowledge that Clever has no obligation to monitor any information on the Services and that we are not responsible for the accuracy, completeness, appropriateness, safety or legality of Your Data or any other information or content you may be able to access using the Services.

You acknowledge that Clever processes personal data on your behalf as a processor within the meaning of the GDPR. These terms and conditions incorporate the Data Processing Agreement (DPA). By signing these terms and conditions, the Customer accepts the DPA. You can always ask us to sign a version by contacting our DPO at the following address : info@cleverille.com.

Data Practices and Machine Learning

We may collect information about you and your Users when you interact with the Service as permitted by the Agreement. 

We may use Customer Data for machine learning to support and develop features and functionality within the Service and similar products and services. You instruct us to use Customer Data for such purposes. You may opt-out of having your Customer Data used for machine learning by emailing info@cleverille.com

Article 13. Applicable law and dispute resolution

The agreement, these terms and the use of the service are governed by the laws of Finland, without regard to its conflict of laws, rules and principles.

Any dispute arising between the parties will be settled by amicable settlement. Failing amicable settlement within thirty (30) days of the dispute being referred to the settlement, the dispute will be finally settled by arbitration in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce by one (1) sole arbitrator appointed in accordance with those Rules. The arbitration shall be held in Helsinki, Finland and the arbitration proceedings shall be conducted in Finnish, if the parties are both Finnish legal entities, otherwise in English.

Article 14. Legal Notice

Clever Digital Solutions Oy
Address: OOPS Business Park – Hatsinanpuisto 8, 02600 Espoo
VAT: FI34777459

Please send your feedback, comments, requests for technical support to: info@cleverille.com.