Terms of service

1. Who these terms are with

Clockworks is operated by [LEGAL ENTITY NAME], a company registered in [JURISDICTION] under number [COMPANY NUMBER], whose registered office is [REGISTERED ADDRESS] (“we”, “us”). By using Clockworks you agree to these terms. If you are agreeing on behalf of an organisation, you confirm you are authorised to bind it, and “you” means that organisation.

If an organisation that has its own agreement with us adds you as one of its members, these terms apply to your own use of Clockworks. That organisation’s agreement governs, between the organisation and us, the work it shares with its members (section 6); where the two differ about shared work, the organisation’s agreement prevails between the organisation and us.

2. Your account

We may suspend an account immediately where we reasonably believe it is being used in breach of section 5, where a payment is overdue under section 8, or where continuing would put the service or another customer at risk. Where the reason allows it, we will tell you first.

3. What the service is

Clockworks takes a task you describe, produces a plan, carries out the work, checks the result, and returns a deliverable. You review and accept the plan before the work runs, and you may stop a run at any time.

4. What the output is, and what it is not

You must review the output before you rely on it. Clockworks is an automated system built on large language models. It searches, reads, computes and writes, and it can be wrong: a source can be wrong, a reading of a source can be wrong, and a calculation can rest on a mistaken assumption. The system is designed to reduce that: it confirms load-bearing facts against a second source, surfaces conflicts, checks a finished run against the criteria in your plan, and states on the deliverable what it could not verify or could not obtain, but those are engineering measures, not a guarantee of accuracy, and nothing in this section or in the product should be read as one.

Output is not professional advice. Clockworks does not give legal, financial, medical, tax or other regulated advice, and you must not use it as a substitute for a qualified professional. Where you use output in your own work, that use, and the checking of it, is yours.

5. Acceptable use

You must not use Clockworks to break the law, to infringe anyone’s rights, or to produce material that is unlawful. In particular you must not use it to:

• access a system or source you are not authorised to access, or defeat a technical measure controlling access to one;
• collect personal data you have no lawful basis to collect, or submit personal data you are not entitled to share with us;
• infringe copyright, database rights, confidence or trade secrets;
• produce material intended to deceive, defraud, harass or impersonate;
• resell the service, or run it on behalf of a third party, without our written agreement;
• circumvent the allowance on your plan, or use the service in a way that degrades it for other customers.

6. Your content, and who owns what

You own what you put in and what comes out, except for shared work, described below. The briefs you write, the files you attach and the deliverables Clockworks produces for you are yours. We claim no ownership of them.

Work shared within an organisation. Tasks an organisation shares with all its members, or with one of its teams, are shared work. Shared work, and the runs and results produced from it, are held for and controlled by the organisation, not by your account. Work shared with the organisation can be seen by all its members, and work shared with a team by that team’s members. Anything you put into shared work can be seen by them and stays with the organisation when you leave, so only put in material you are entitled to share with them. Shared work does not use your personal connections, sign-in details or files, and it counts against the allowance of the organisation or team it is shared with, not yours. Whether we may read shared work to improve the service is the organisation’s choice: unless the organisation has agreed, we do not read it for that purpose, whatever its members’ own settings.

You grant us the limited licence we need in order to run the service: to store, process and transmit your content for the purpose of carrying out your tasks, supporting you, and keeping the service secure and working. That licence exists to operate Clockworks and for nothing else, and it ends when the content is deleted.

Carrying out a task involves sending relevant parts of your content to third-party model providers who perform the language-model processing. We tell you who they are on request. Your settings include a switch for whether we may read your work in order to improve the service. Where it is off, we do not read your work for that purpose, and each run you start is marked so that our staff can see your choice.

We own Clockworks itself: the software, the interface and everything we bring to it. Nothing here transfers any of it to you.

7. Credentials you give us for sources behind a login

Where your plan includes reaching sources that require a login, you may supply credentials for them. If you do:

• you confirm you are entitled to use those credentials and to authorise us to use them on your behalf;
• you confirm that our doing so does not breach the terms of the source, any licence you hold with it, or any law;
• you will withdraw them from us as soon as that stops being true.

We will use them only to carry out your tasks, and we hold them as described on the privacy page. We are not responsible to you for a third party’s response to their use, including suspending or terminating your account with them.

8. Fees, billing and changes to price

The fees for your plan are those set out on the pricing page, or in the written order we agree with you, as in effect when your billing period begins. Prices are not stated in these terms so that they can change without changing your agreement.

• Billing period. Plans are billed in advance for each period and renew automatically for a further period unless cancelled.
• Cancelling. You may cancel at any time, taking effect at the end of the period you have paid for. We do not refund part-used periods except where the law requires it or where we have failed to provide the service.
• Overdue payment. If a payment is [NOTICE PERIOD] overdue we may suspend the account; we will tell you before we do.
• Tax. Fees are exclusive of VAT or any equivalent tax, which is added where it applies.
• A change in price takes effect at your next renewal and we will give you at least [PRICE NOTICE PERIOD] notice. If you do not accept it, you may cancel before it takes effect.
• The allowance on your plan is a limit on runs and plans in a rolling 24-hour window, not an amount of money. It is shown in the product and is refused rather than exceeded.

9. Availability

We aim to keep Clockworks available and working, and we do not offer a guaranteed level of availability. The service may be unavailable during maintenance, during a deployment, or because something we depend on has failed. We say this plainly rather than promising a figure we have not committed to measuring.

10. Ending the agreement, and what happens to your work

You may stop using Clockworks and ask us to close your account at any time. We may end the agreement on [TERMINATION NOTICE PERIOD] notice, or immediately where you are in serious breach of these terms.

Download anything you want to keep before you close the account. On closure, or on your request at any time, we delete your tasks, runs, documents and activity. Work shared within an organisation is not deleted when your account closes: it stays with the organisation and is no longer linked to your account. We keep our own billing and cost records, because they are our accounts and we are required to. The privacy page says exactly what stays.

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, and to the fullest extent the law allows: we are not liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business or goodwill, or for any indirect or consequential loss; we are not liable for a decision you take on the basis of output you did not check; and our total liability arising out of or in connection with this agreement is limited to [LIABILITY CAP].

The service is provided as it is. To the extent the law allows, we exclude the implied terms and warranties that would otherwise apply, including as to satisfactory quality, fitness for a particular purpose, and accuracy of output.

You will indemnify us against claims brought by a third party arising from your breach of section 5 or section 7.

12. Changes to these terms

We may change these terms. Where a change materially affects you we will give you notice before it takes effect, and continuing to use Clockworks after that date means you accept it. The date at the top of this page is when it last changed.

13. General

This agreement, together with the privacy page, the pricing page and, for a member of an organisation, that organisation’s agreement as it applies to shared work, is the whole agreement between us on its subject. If any part of it is found unenforceable, the rest continues to apply. A delay in enforcing a term is not a waiver of it. You may not transfer this agreement without our consent; we may transfer it to a company that takes over the business.

This agreement is governed by the law of [GOVERNING LAW], and the courts of [COURTS] have exclusive jurisdiction over any dispute.

14. Contact

Questions about these terms, and any notice you need to give us, should go to us at the address on the contact page.