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CleverInit

Terms & Conditions

Last updated 23 July 202615 sections

01 Introduction

These terms govern your use of cleverinit.com and the Clever Initiative platform — whether you visit the site, ask for a demo, run the managed platform, commission a module built for you, or resell the platform under your own brand. By using the service you agree to them. If you sign a separate Master Services Agreement, that document takes precedence over anything written here.

We have tried to make these terms readable. If anything is unclear, write to hello@cleverinit.com and we will explain it in plainer language.

02 What the words mean

Clever Initiative, we, us
Clever Initiative B.V. i.o. — a Dutch BV in registration — with its principal place of business at Titaan Saturnusstraat 95, 2516 AG The Hague. Until the registration completes and the company ratifies this agreement, the founders contract personally.
Platform
The Clever Initiative multi-tenant SaaS platform, including its administration interface, the module marketplace, and any first-party modules we ship.
Customer
The legal entity that signs an order form or accepts these terms in order to use the platform.
End User
An individual the customer authorises to use the platform inside the customer's own account.
Module
A signed, versioned extension package that adds functionality to the platform — for example invoicing, payment gateways, customer records or chat.
Customer Data
Any data the customer or its end users submit to, or generate within, the platform.

03 What you are buying

Clever Initiative is offered through three engagement models. Your order form names the one you have chosen and any options that go with it.

Managed platform — we host and operate it for you
We provide a hosted, managed Clever Initiative account. We operate the infrastructure, ship updates and apply security patches, so your team works in the product rather than on it.
Custom module — built for you, exclusive to you
Where the marketplace does not cover what you need, we scope and build a module dedicated to your account. We contractually undertake never to resell it to another customer. At your written request and under a separate addendum, ownership of that module's source code can be transferred to you. A custom module depends on the Clever Initiative platform and is not designed to run outside it.
White-label — resell the platform under your own brand
We grant you the right to brand the platform as your own product and offer it to your clients under your domain, logo and identity. Your white-label addendum sets out the revenue share or volume tier that applies.
Platform source code — at the top tier, by separate agreement
At the Platform tier the complete source code of the platform is handed over to you, on the separate written agreement that sets the scope and licence terms for your deal. That agreement lets you run, modify and resell the platform as your own product. It does not let you resell, sublicense, publish or otherwise pass the source code itself to anyone else.

04 Accounts, eligibility and acceptable use

  1. Clever Initiative is a B2B service. You must be a legal entity, or an individual acting on behalf of one, acting in a professional capacity and at least 18 years old.
  2. You are responsible for keeping your sign-in credentials confidential and for everything done under your account. If you suspect a compromise, change the credentials immediately and tell us at hello@cleverinit.com.
  3. You will not attempt to bypass authentication, the permission system, the boundary between customers, the module signing pipeline, or any rate-limit or abuse-prevention control.
  4. You will not use the platform to host, store or transmit content that is illegal, infringes intellectual property, contains malware, or violates anyone's privacy.
  5. You will not reverse-engineer the platform except where Dutch law expressly permits it. Where it does, you will give us reasonable notice and a chance to provide the information you need.

05 Customer Data, and who is controller

Customer Data is and remains your property. We do not sell it, mine it for advertising, or use it for purposes outside the contract. Where we host the platform on your behalf we act as a data processor under Article 28 of the GDPR, and you remain the controller.

An account created through signup gets its own database, and each installed module keeps its tables in their own schema inside it. In the platform's own identity tables, tenant scope is applied by the data layer as well.

On termination we will provide your Customer Data to you in a commonly used machine-readable format within 30 days, or within a longer period we agree with you at the time. After that we destroy it, and we will certify the destruction in writing if you ask. The exception is data Dutch law requires us to keep, or that we need in order to defend a live claim.

06 How modules work

Two events sit at the heart of the marketplace, and they are not the same thing.

Publishing — a platform-wide event we control
A module is built and run through the publish pipeline, producing a signed package. The host checks that signature — an RSA signature over a SHA-256 hash, verified against a public key the operator installs — before the package is unpacked, then loads its code in isolation and registers what it offers. Publishing alone does not make a module available to any customer.
Installing — an event inside your own account
An administrator on your side installs the module. The platform records the installation, runs the module's database migrations against your database, registers its permissions, and the feature becomes available to your end users on their next request.
Uninstalling does not destroy your data
When you uninstall a module its navigation entries disappear from the interface immediately, and its unused permissions are removed. Permissions still assigned to a role are kept, so existing access does not break. The data the module created is kept too — dropping it is a separate, deliberate choice, and reinstalling restores access to it.

07 Fees, billing and taxes

  1. Fees, billing cadence and currency are set out in your order form or white-label addendum.
  2. Invoices are issued at the start of each billing period and are payable within 30 days, unless your order form says otherwise.
  3. All fees are exclusive of VAT and other taxes, which are added at the rate applicable in your jurisdiction.
  4. Late payments accrue statutory interest under the Dutch Civil Code from the due date until paid in full.
  5. Fees are non-refundable except where the law requires otherwise, or where we cause a material breach we cannot remedy. We do not pro-rate for partial periods of unused service.

08 Service levels and support

Service levels, support commitments and any credit obligations that go with them are set out in your own agreement with us rather than on this page.

09 Intellectual property and licences

We retain all intellectual property rights in the platform, the module marketplace, our first-party modules, our brand assets and our documentation. Nothing in these terms transfers ownership of any of that to you, except under the separate agreement described below.

At the Platform tier, and on a separate written agreement, ownership of a copy of the platform's complete source code is transferred to you. That agreement governs the scope and the licence terms. It permits you to run, modify and resell the platform as your own product, and it prohibits you from reselling, sublicensing, publishing or otherwise passing on the source code itself.

Where we develop a module for you under a written order, that module is dedicated exclusively to your account, and we undertake not to resell, relicense or redistribute it to another customer. At your written request and under a separate addendum, ownership of that module's source code can be transferred to you. In every case the module depends on the Clever Initiative platform and is not designed to run outside it.

When you or a third party build modules on the platform, you keep ownership of the code your team writes. If you publish a module to our marketplace for distribution to other customers, a marketplace addendum sets out the listing, review and revenue-share terms.

10 Warranties and disclaimers

We warrant that the platform will materially conform to its documentation, and that we will perform our services in a professional and workmanlike manner.

Beyond that warranty, and beyond the rights you have under Dutch consumer-protection law where it applies, the platform is provided as is. We disclaim every implied warranty — including merchantability, fitness for a particular purpose, and non-infringement — to the maximum extent the law permits.

11 Limitation of liability

Neither party is liable to the other for indirect, consequential, special, exemplary or punitive damages, or for lost profits, lost revenue, lost data or lost goodwill, even if advised of the possibility.

Each party's total cumulative liability arising out of or related to this agreement is capped at the fees the customer paid us in the 12 months before the event giving rise to the claim. Nothing here limits liability that cannot be limited under Dutch law, including liability for fraud, wilful misconduct, gross negligence, or death or personal injury.

12 Mutual indemnification

  1. We will defend you against third-party claims that the platform, used in line with its documentation, infringes a third party's intellectual property rights, and we will pay damages and reasonable costs awarded against you, subject to the liability cap above.
  2. You will defend us against third-party claims arising from your Customer Data, from your breach of the acceptable-use terms, or from changes you make to a module whose source code has been transferred to you, beyond what we documented and supported.

13 Termination

  1. Either party may terminate this agreement for material breach if the breach is not cured within 30 days of written notice.
  2. Either party may terminate immediately if the other becomes insolvent, enters bankruptcy proceedings, or ceases ordinary business operations.
  3. On termination all licences end, and we provide your Customer Data back to you as described above before destroying it.
  4. Sections that by their nature should outlive the agreement — intellectual property, liability, indemnification and governing law — survive its end.

14 Changes to these terms

We may update these terms when the platform changes meaningfully, the law changes, or our processes mature. We announce material changes to active customers by email at least 30 days before they take effect, with a summary of what changed. If the changes are unacceptable to you, you may terminate the affected service before they take effect. Continuing to use the service after that date means you accept them.

15 Governing law, language and disputes

These terms are governed by Dutch law. The courts of The Hague have exclusive jurisdiction over any dispute the parties cannot resolve by good-faith negotiation. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The English-language version of these terms is the binding original. Any translation we publish is for convenience only, and where the two differ the English text prevails.