Terms & Conditions

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., a private limited company (besloten vennootschap) incorporated under Dutch law, registered with the Netherlands Chamber of Commerce under KvK number 42165343, with its registered office at Charley Tooropgracht 773, 1112 ZJ Diemen, the Netherlands.

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 Who you are contracting with

Clever Initiative B.V. is registered in the Netherlands. It is the company you contract with, and it is the company that carries the obligations in these terms. If you signed with us before the registration completed, the third clause below says what happened to your agreement.

1. Your counterparty is Clever Initiative B.V., a private limited company (besloten vennootschap) incorporated under Dutch law, registered with the Netherlands Chamber of Commerce under KvK number 42165343, with its registered office at Charley Tooropgracht 773, 1112 ZJ Diemen, the Netherlands.
2. Agreements are signed on behalf of the company by a director authorised to represent it. The company is bound by what its directors sign, and it is the company — not an individual — that owes you performance under these terms.
3. Before the registration completed, agreements were signed by the founders on behalf of Clever Initiative B.V. i.o. Under article 2:203 of the Dutch Civil Code those agreements bind the company once it ratifies them, and we confirm each ratification to the counterparty in writing. Your agreement continues unchanged — same terms, same fees, same start date. Only the name above the signature changes. Until a ratification is confirmed, the founders who signed remain jointly and severally bound, and we did not contract out of that liability although the law would have let us.
4. Our VAT number is NL870000482B01, issued by the Dutch tax authority. It appears on every invoice.

04 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.

05 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.

06 Reporting illegal content

Anyone can report content stored on the platform that they believe is illegal, including content that infringes someone's intellectual property. You do not need an account. Email your report to hello@cleverinit.com with the subject “Illegal content report”.

Your report should include:

• An explanation of why you believe the content is illegal, with enough detail for us to assess it.
• The exact web address of the content, and anything else that helps us find it.
• Your name and email address. You may leave these out if you are reporting child sexual abuse material.
• A statement that you believe in good faith that everything in your report is accurate and complete.

What happens next:

1. We confirm by email that we have received your report.
2. A person on our team reviews every report. We do not use automated tools to decide on reports.
3. If the content is in a customer's account, we may first ask that customer to deal with it. If the customer does not, we deal with it ourselves.
4. We tell you what we decided, and how to object if you disagree.
5. If we remove or restrict the content, we tell the person who posted it why we did so and how to object, if we have their contact details.

If a report, or anything else we learn, gives us reason to suspect a crime that threatens someone's life or safety, we inform the police. If someone is in danger right now, call the emergency services first.

We may remove content, or block access to it, if it is illegal or breaks these terms. If a customer breaks these terms or the law, we may also suspend or restrict its access to the platform. To object to a decision, reply to the email that told you about it. None of this limits your right to go to court.

07 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.

08 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.

09 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. On the Launch and Business plans we offer a three-month money-back guarantee. If you tell us within three months of your first invoice that you want to stop, we refund every subscription fee you have paid for that plan, in full. No reason is required and no notice period applies. The guarantee covers subscription fees only — it does not cover a custom module or any other fixed-scope work — and it may be used once per customer.
6. Outside that guarantee, 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.

10 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.

11 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.

From the Dedicated tier we place a copy of the platform's source code with an independent escrow agent established in the Netherlands, and a tripartite escrow agreement between you, us and that agent sets out the deposit schedule and the conditions on which the code is released to you. On the Launch and Business plans we will enter the same arrangement at your written request, with the escrow agent's own fees for your account. Source code released under an escrow agreement is licensed to you for the continued operation and maintenance of your own platform, and not for resale.

12 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.

13 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.

14 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.

15 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.

16 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.

17 Governing law, language and disputes

These terms are governed by Dutch law. The courts of Amsterdam 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.