Terms of Service

Effective date: 2 May 2026

These Terms of Service (“Terms”) form a binding agreement between Cielle AI (“Cielle,” “we,” “us,” or “our”) and the organisation that subscribes to the Service (the “Customer” or “you”), governing the Customer’s and its Authorised Users’ access to and use of the Cielle AI platform, the application at app.cielle.ai, the marketing website at cielle.ai, and any related integrations, channels, and documentation (collectively, the “Service”).

By accessing or using the Service, the Customer and each Authorised User accept these Terms. If you do not agree, you must not use the Service.

1. The Service

Cielle provides a multi-tenant, AI-powered assistant platform that enables Customers to deploy AI agents for their employees and end-users, integrate those agents with internal knowledge sources and third-party platforms, and manage conversations across multiple channels. The features and functionality of the Service may evolve over time. We may add, modify, or remove features as the Service develops, but we will not materially reduce the core functionality provided to a Customer during the term of an active subscription without prior notice.

During the pre-launch period, the Service may be made available without a paid subscription and without service-level commitments. We do not currently offer a contractual uptime guarantee. We will use commercially reasonable efforts to keep the Service available, secure, and performant.

2. Eligibility and accounts

The Service is intended for use by organisations and their authorised personnel in a business context. To register for the Service, you must be at least 18 years old and have the authority to bind the organisation you represent.

Customer administrators are responsible for provisioning and de-provisioning Authorised Users, configuring permissions, and ensuring that each Authorised User complies with these Terms. Authorised Users must keep their credentials confidential, use strong authentication, and notify us promptly of any suspected unauthorised access.

3. Customer Data and ownership

“Customer Data” means all information that the Customer or any Authorised User submits to or generates through the Service, including conversation messages, uploaded documents, indexed knowledge, configuration settings, and integration content.

As between the parties, the Customer retains all right, title, and interest in and to Customer Data. The Customer grants Cielle a limited, non-exclusive, worldwide licence to host, copy, transmit, display, process, and otherwise use Customer Data solely as necessary to provide and support the Service in accordance with these Terms and our Privacy Policy.

We do not use Customer Data to train foundational AI models for ourselves or any third party. Our AI sub-processors process Customer Data under contractual terms that prohibit the use of that data to train their foundational models.

4. Acceptable use

The Customer and its Authorised Users must not, and must not permit any third party to:

• use the Service in violation of any applicable law or regulation, or to infringe the intellectual-property, privacy, or other rights of any person;
• upload or transmit any content that is unlawful, harmful, defamatory, obscene, harassing, or that contains malware or other malicious code;
• attempt to gain unauthorised access to the Service, to any account other than the Authorised User’s own, or to the underlying infrastructure;
• reverse engineer, decompile, or otherwise attempt to derive the source code or underlying models of the Service, except to the extent that such restrictions are prohibited by applicable law;
• use the Service to build a competing product, or to benchmark its outputs for the purpose of training a competing AI system;
• use the Service to make automated decisions that produce legal or similarly significant effects on individuals without appropriate human review;
• submit personal data of categories that the Customer is not authorised to process, or that the Service is not designed to handle (for example, the Service is not authorised to be used to process payment-card data subject to PCI DSS, nor as a system of record for protected health information);
• interfere with the proper operation of the Service, attempt to evade rate limits or quotas, or impose an unreasonable load on our infrastructure; or
• misuse third-party integrations in a manner that violates the terms of those third parties.

We may suspend access where reasonably necessary to protect the Service, our other Customers, or any person, and we will restore access as soon as the circumstances giving rise to the suspension have been resolved.

5. AI output disclaimer

The Service generates outputs using probabilistic AI models. Outputs may be inaccurate, incomplete, biased, or otherwise unsuitable for a particular purpose. AI outputs do not constitute and must not be relied upon as legal, financial, accounting, tax, medical, or other professional advice. The Customer and each Authorised User are responsible for reviewing, verifying, and exercising independent professional judgement before acting on any output.

Different AI models may produce different outputs for the same input, and the same model may produce different outputs at different times. We do not warrant that AI outputs will be reproducible, factually correct, or fit for any particular purpose.

As between the parties, and to the extent permitted by applicable law, the Customer owns the outputs that the Service generates from the Customer’s inputs, subject to the underlying intellectual-property rights in the AI models, the Service, and any third-party content. The Customer is responsible for ensuring that its use of outputs complies with applicable law.

6. Third-party integrations

The Service can integrate with third-party platforms, including Google Workspace, Microsoft 365, Dropbox, Microsoft Teams, Telegram, Google Chat, WhatsApp, and the AI providers used to generate responses. Such integrations are subject to the terms, conditions, and privacy practices of the relevant third party. We are not responsible for the acts or omissions of any third party, for interruptions or changes to third-party APIs, or for the loss of access to a third-party service.

7. Intellectual property

The Service, including all related software, models, designs, documentation, and trademarks (such as the Cielle AI name and logo), is owned by Cielle and its licensors and is protected by intellectual-property laws. Subject to these Terms, Cielle grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the term, solely for the Customer’s internal business purposes.

The Customer may, at its option, provide feedback, suggestions, or ideas about the Service. The Customer grants Cielle a perpetual, irrevocable, royalty-free licence to use that feedback to improve the Service, without any obligation to the Customer.

8. Confidentiality

Each party may have access to information of the other that is marked confidential or that should reasonably be understood to be confidential (“Confidential Information”). The receiving party will protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than a reasonable standard of care, and will use it only as necessary to perform under, or exercise its rights pursuant to, these Terms.

Confidential Information does not include information that is or becomes publicly available without breach of these Terms, was independently developed by the receiving party without reference to the disclosing party’s Confidential Information, or is rightfully obtained from a third party without restriction. The receiving party may disclose Confidential Information when required by law, provided that, to the extent legally permitted, it gives the disclosing party prompt notice so that the disclosing party may seek a protective order.

9. Fees

Where a paid subscription is offered, fees and payment terms will be set out in an order form, quote, or in-product purchase flow agreed between the parties. Unless otherwise stated, fees are non-refundable, exclusive of taxes (which the Customer is responsible for), and payable in the currency specified at checkout. We may change pricing for future renewal terms on reasonable prior notice.

During the pre-launch period, the Service may be provided without charge. Pre-launch use does not entitle the Customer to free use after general availability. We will give Customers reasonable notice before introducing charges.

10. Term and termination

These Terms apply for as long as the Customer or any of its Authorised Users accesses the Service. Either party may terminate the agreement for convenience on 30 days’ written notice. Either party may terminate immediately on written notice if the other party materially breaches these Terms and fails to cure the breach within 30 days of receiving notice of it.

On termination, the Customer’s right to access and use the Service will cease. Cielle will, on request and within a reasonable period, return or delete Customer Data in accordance with our Privacy Policy and any applicable Data Processing Addendum.

Sections that by their nature should survive termination — including those relating to intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, and governing law — will survive.

11. Disclaimers

Except as expressly set out in these Terms and to the maximum extent permitted by applicable law, the Service is provided “as is” and “as available”. Cielle and its licensors and sub-processors disclaim all warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, title, accuracy, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, secure against every form of attack, or that AI outputs will be accurate, complete, or fit for any particular purpose.

12. Limitation of liability

To the maximum extent permitted by applicable law:

• neither party will be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profits, revenue, data, or business opportunity, even if advised of the possibility of such damages; and
• each party’s total cumulative liability arising out of or in connection with these Terms will not exceed the greater of (a) the fees paid by the Customer to Cielle in the twelve months preceding the event giving rise to liability, or (b) one hundred euros (€100).

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, gross negligence, wilful misconduct, or death or personal injury caused by negligence.

13. Indemnification

The Customer will defend, indemnify, and hold harmless Cielle and its personnel from and against any third-party claim, and any related damages, liabilities, costs, and reasonable legal fees, arising out of or relating to: (a) Customer Data; (b) the Customer’s or any Authorised User’s breach of these Terms; or (c) the Customer’s or any Authorised User’s violation of applicable law in connection with use of the Service.

Cielle will defend the Customer against any third-party claim alleging that the Service, when used by the Customer in accordance with these Terms, infringes a valid intellectual-property right of that third party, and will pay damages and costs finally awarded against the Customer in respect of such a claim, provided the Customer promptly notifies Cielle of the claim, gives Cielle sole control of the defence and settlement, and provides reasonable cooperation. This indemnification does not apply to claims arising from Customer Data, AI outputs, modifications made by anyone other than Cielle, or use of the Service in combination with materials not provided by Cielle.

14. Changes to these Terms

We may update these Terms from time to time. When we do, we will revise the “Effective date” at the top of this page and, where the changes are material, give Customer administrators reasonable advance notice (for example, by email or in-application notification). Continued use of the Service after the effective date of the updated Terms constitutes acceptance of those Terms.

15. Governing law and disputes

The parties will use good-faith efforts to resolve any dispute arising out of or relating to these Terms or the Service through informal negotiation before pursuing formal legal action.

Until Cielle is formally incorporated, the parties agree that these Terms will be interpreted consistently with applicable European Union and German law, given that the Service is hosted in Frankfurt, Germany. Following incorporation of the operating entity, an updated version of these Terms will specify the governing law and exclusive forum, which Customers may accept or, if they do not wish to accept, terminate the agreement on the notice period set out in section 10.

Nothing in this section limits any non-waivable rights that a Customer or Authorised User has under the mandatory law of the country in which they reside.

16. Miscellaneous

These Terms, together with our Privacy Policy and any Data Processing Addendum or order form referenced by the parties, constitute the entire agreement between the parties in relation to the Service and supersede all prior agreements on that subject matter. If any provision is held to be unenforceable, the remaining provisions will remain in full force. A failure to enforce any provision is not a waiver of the right to do so later. Neither party may assign these Terms without the other’s prior written consent, except that Cielle may assign them in connection with a merger, acquisition, financing, or sale of all or substantially all of its assets. Notices to Cielle should be sent to the contact address below; notices to a Customer may be sent to the email address associated with the Customer’s account or its administrators.

17. Contact

Questions about these Terms should be sent to contact@cielle.ai.