Terms of Service

These Terms of Service (the “Terms”) govern your use of the Cloove website, applications, business dashboard, Flow, AI assistants, messaging and voice products, APIs and any other product Cloove provides (together, the “Services”).

They are an agreement between you and Cloove AI Technologies Ltd, a company incorporated in Nigeria. If you use the Services for a business, you are agreeing on that business's behalf as well as your own, and you confirm you are authorised to do so.

By creating an account or using the Services you accept these Terms. If you do not accept them, please do not use the Services.

Cloove is a technology company. It builds software.

Cloove is not a bank, a microfinance bank, a payment service bank, a deposit-taking institution, a switching company or a licensed financial institution. Where a Cloove product lets you open an account, receive a payment, make a transfer, settle funds or pay a bill, the underlying financial service is provided by a licensed financial institution or payment provider. Cloove provides the interface and the software around it.

Section 7 sets out what that means for you in practice.

To use the Services you must be at least 18 and able to enter a binding contract. Where you register a business, that business must be lawfully constituted and you must have authority to act for it. When you register you agree to:

• Give accurate and complete information, and keep it current.
• Complete any identity or business verification Cloove or a provider requires.
• Keep your credentials and transaction PIN confidential, and not share them with anyone - including anyone claiming to be from Cloove.
• Be responsible for everything done through your account.

You may create accounts for members of your staff with the permissions you choose. You remain responsible for what they do. Tell us immediately at support@clooveai.com if you think someone has gained access to your account.

Cloove's products include:

• Cloove Go - an AI commerce agent that handles customer conversations and sales on WhatsApp and other messaging channels.
• Cloove Vox - an AI voice engine that answers and makes calls on your behalf.
• Cloove Money - collections, balance visibility, settlement, payout initiation and reconciliation, built on regulated services provided by licensed institutions.
• Cloove Keep - an AI assistant that keeps your records, tasks and books organised.
• Flow - a conversational money assistant for individuals, on WhatsApp.
• Business dashboards, merchant and storefront tools, inventory and record keeping, and APIs.

Cloove develops the Services continuously and may add, change or remove features. Where a change materially reduces functionality you rely on and pay for, Cloove will give reasonable notice. The Services are provided on a best-efforts availability basis unless a separate written agreement sets a service level.

You must use the Services lawfully. You must not:

• Use the Services for, or to facilitate, anything unlawful.
• Use the Services for any activity in Cloove's prohibited categories, or for a restricted category without Cloove's agreement.
• Impersonate anyone, or misrepresent who you or your business are.
• Send unsolicited, deceptive or unlawful messages or calls, or use Cloove's messaging and voice products in breach of the rules of the underlying platform or carrier.
• Attempt to gain unauthorised access to the Services, to another user's account, or to any connected system.
• Probe, scan, disrupt, overload, scrape or reverse engineer the Services, except where that right cannot lawfully be excluded.
• Resell, sublicense or provide the Services to a third party as your own, unless Cloove has agreed in writing.
• Upload malicious code, or content that infringes anyone's rights.
• Use the Services to develop a competing product, or to extract Cloove's models, prompts or underlying technology.

Cloove may investigate suspected breaches and may restrict features, suspend the account or terminate it. Where the law requires it, or where there is a serious risk to people or to the platform, Cloove may report the matter to the relevant authorities.

Cloove publishes a list of business activities it will not support, and activities it will support only after additional review and on conditions. That list forms part of these Terms and is at clooveai.com/compliance/prohibited-activities.

If your business falls into a restricted category, tell us during onboarding. We would much rather have that conversation early than remove your access later. If Cloove finds that you are operating in a prohibited category, or that you described your business inaccurately, Cloove will terminate access, and any funds held by a provider will be dealt with by that provider under its own terms and applicable law.

How it works. Some Cloove products give you access to financial services: receiving payments, a dedicated account for collections, transfers and payouts, settlement, and bill payment where supported. Those services are provided by licensed financial institutions and payment providers. Cloove builds the interface, initiates instructions on your behalf, and gives you the records and reconciliation around them. Cloove does not hold your funds.

Provider terms. Using those features may mean accepting the provider's own terms, which Cloove will present to you. Where the provider's terms and these Terms conflict on a matter concerning the regulated service itself, the provider's terms govern that matter.

Verification and eligibility. Financial features are available only where you have completed the verification Cloove and the provider require. Those requirements are set partly by law and partly by the provider, and they change. A feature may become unavailable if a requirement changes and you no longer meet it.

Limits. Transaction and balance limits apply. They vary by product, by verification level and by provider, and Cloove will show you the ones that apply to you. Cloove may change limits, including for a specific account, where risk requires it.

Accuracy is yours. You are responsible for the payment details you enter and for the legitimacy of every transaction you initiate. Transfers to a wrong but valid account are difficult to reverse and Cloove cannot guarantee recovery, though it will help you pursue it with the provider.

Provider action. A provider may independently restrict, suspend, freeze or close an account it provides, or block a transaction, where its own obligations require it. Cloove cannot override that. Where it happens, Cloove will tell you what it is permitted to tell you and how to reach the provider.

All use of financial features is subject to Cloove's AML / CFT / CPF Policy and to the provider's own financial crime obligations.

Fees, billing periods and any transaction charges are shown before you subscribe or transact. Subscriptions renew automatically for the same period unless cancelled before renewal.

You can cancel at any time in your account settings. Cancellation takes effect at the end of the current billing period and you keep access until then. Subscription fees already paid are not refunded for the unused part of a period, except where the law requires it or where Cloove has failed to provide the Service and cannot put it right. Transaction fees are not refundable once the transaction has been processed, except where it is reversed through no fault of yours.

Cloove may change pricing on at least 30 days' notice before it applies to your next renewal. If you do not accept a change, cancel before it takes effect. You are responsible for any taxes on your use of the Services, other than tax on Cloove's own income.

If you think a transaction recorded through Cloove is wrong or unauthorised, tell us within 30 days at support@clooveai.com with the details. Cloove will investigate what it can see and, where the matter concerns a transaction executed by a provider, will raise it with that provider and pass on what it is told.

Where a dispute is between you and your own customer, or between you and a business you paid, Cloove can provide the records it holds, but the dispute is between you and the other party. Cloove is not a party to it and does not adjudicate it. Timeframes for provider-side investigations are set by the provider and by applicable payment scheme rules, not by Cloove.

You keep ownership of everything you put into Cloove: your messages, customer records, catalogue, documents and business information (your “Content”). You grant Cloove a non-exclusive licence to host, store, process, transmit and display your Content, and to create the derived data necessary to operate the Services, for the purpose of providing the Services to you and meeting Cloove's legal obligations. That licence ends when the content is deleted, subject to retention Cloove is required to apply.

You are responsible for having the right to put your Content into Cloove, including the right to process any personal data of your customers, and for telling your customers what you do with their data.

Cloove does not sell your data and does not use the content of your business conversations to train third-party AI models. How Cloove handles personal data is set out in the Privacy Notice. You can export your data while your account is active.

Cloove's products use artificial intelligence to generate replies, summarise, draft, classify, transcribe, and take actions you ask for.

Actions with real consequences, in particular anything that moves money, require your explicit confirmation. Where a product allows automation, you accept responsibility for what the automation does within the scope you set.

As between you and Cloove, output generated for you from your Content is yours. Cloove does not claim ownership of it. AI output is not unique to you: similar inputs may produce similar output for someone else, and Cloove cannot warrant that output is original or that it does not resemble a third party's material.

Cloove's messaging and voice products depend on third-party platforms and carriers, including WhatsApp and telephony networks. Those platforms impose their own rules on what may be sent, to whom and when, and they may suspend or restrict a number or account.

When you use these products you are responsible for:

• Having a lawful basis to contact the people you contact.
• Honouring opt-outs promptly.
• Complying with the platform's own policies.
• The content of your messages and calls.
• Giving the notice the law requires where a call is recorded.

Cloove may suspend messaging or voice functionality where a platform requires it or where the pattern of use presents a risk to Cloove's standing with that platform.

If Cloove gives you access to its APIs, you may use them to build an integration for your own business or, where Cloove has agreed in writing, for your clients. You must:

• Keep API keys secret and use them only for the account they were issued to.
• Stay within any published rate limits.
• Not use the API to circumvent a product limit or a fee.
• Not store or cache data beyond what your integration needs.

Cloove may change or deprecate an API, and will give reasonable notice for changes that break existing integrations. You are responsible for your integration, including for what it does with personal data. Cloove may suspend API access immediately where use threatens the stability or security of the Services.

The Services connect to third-party platforms and may link to third-party sites. Cloove does not control them and is not responsible for them. Your use of a third-party service is governed by that provider's own terms.

You may stop using the Services and close your account at any time.

Cloove may suspend or terminate your access, in whole or in part, where you breach these Terms, where your account presents a security, fraud or financial crime risk, where a provider requires it, where required by law or a competent authority, or where you fail to pay. Cloove will give notice and an opportunity to fix the problem where it reasonably can, but may act immediately where there is a risk of harm, of loss, or of breaking the law.

On termination your right to use the Services ends. Export your data before closing the account. Cloove will retain or delete data in line with the Privacy Notice and its retention schedule, and any balance in an account provided by a licensed institution will be dealt with by that institution under its own terms and applicable law. Fees accrued before termination remain payable.

Cloove owns the Services, including its software, models, designs, documentation and brand. These Terms give you a limited, non-exclusive, non-transferable right to use the Services while your account is active and you comply with them. Nothing transfers ownership. You may not use Cloove's name or logo without permission, except to state factually that you use Cloove. If you send Cloove feedback or suggestions, Cloove may use them without obligation to you.

The Services are provided on an “as is” and “as available” basis. To the extent permitted by law, Cloove excludes warranties not expressly given here, and does not warrant that the Services will be uninterrupted or error free, that AI output will be accurate, or that the Services will meet a purpose you have not agreed with Cloove in writing.

To the extent permitted by law, Cloove is not liable for indirect or consequential loss, loss of profit, loss of business, loss of anticipated savings, or loss of goodwill. Cloove's total liability arising out of or in connection with these Terms in any twelve-month period is limited to the amount you paid Cloove for the Services in the twelve months before the event giving rise to the claim.

Nothing in these Terms limits liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or for anything that cannot lawfully be limited or excluded.

You will indemnify Cloove against claims, losses and reasonable costs arising from your unlawful use of the Services, from your Content infringing a third party's rights, from your breach of section 12, or from a claim by your customer relating to your own goods, services or conduct. Cloove will tell you promptly about any such claim, let you take conduct of the defence where you accept the indemnity, and not settle without your agreement.

Cloove may update these Terms as the Services and the law develop. For material changes, Cloove will give at least 30 days' notice through the Services or by email before they take effect. Continuing to use the Services after that means you accept them. If you do not, close your account before the change takes effect.

These Terms are governed by the laws of the Federal Republic of Nigeria.

Complaints. If something goes wrong, email support@clooveai.com with what happened and what you would like us to do. We will acknowledge within 2 business days and aim to resolve or give a substantive response within 15 business days. If it will take longer, we will tell you why and when to expect an answer. Where a complaint concerns a financial service provided by a licensed institution, we will tell you how to reach that institution's own complaints process, which may also be available to you. Where a dispute cannot be resolved within 30 days of your complaint, it will be dealt with by the courts of Nigeria.

Support: support@clooveai.com. Compliance: compliance@clooveai.com. Privacy: privacy@clooveai.com.