Clearly — Terms of Service
Version 1.1 (draft for counsel review) — [DATE] Provider: [LEGAL ENTITY NAME], [ADDRESS], Switzerland ("Clearly", "we").
These terms govern use of the Clearly service by business customers worldwide. Clearly is a B2B service: by creating a workspace you confirm you act in the course of a business, not as a consumer. The contract is governed by Swiss law (§12); where mandatory local law grants you additional protections, those apply in addition (§12.4).
1. The service
Clearly is a live briefing instrument: during a customer-run meeting it transcribes speech, builds a structured brief in which every entry cites the sentence it came from, suggests clarification flags that the facilitator explicitly accepts or dismisses, and produces an end-of-meeting summary and handoff. AI suggestions are assistance, not decisions: the facilitator reviews and controls everything that is shared (human-in-the-loop).
2. Accounts, workspaces, members
2.1 You must provide accurate information and keep credentials confidential. 2.2 A workspace is administered by its owner and admins; they manage members, billing, and data. Actions of members within a workspace are attributed to the customer. 2.3 Seats per plan are defined at [clearly.app/#pricing]. [Note: seat counts are not technically enforced at launch — align or enforce before publication.]
3. Minutes (tokens), subscriptions, payment
3.1 Metering. Usage is metered in minutes of live session time. One minute of running session consumes one minute of balance, rounded up per session. 3.2 No expiry. Purchased and granted minutes do not expire. 3.3 We never cut a meeting. Starting a session requires a minimum balance, but a running session is never interrupted for balance reasons; a balance may go negative and is settled by the next purchase or grant. 3.4 Subscriptions deliver a monthly minute grant at the then-current rate and renew monthly until cancelled (effective end of the billing period; cancellation via the customer portal). Unused granted minutes roll over and survive cancellation. 3.5 One-off bundles are prepaid service credit: an advance payment on future use of the service, not a voucher or stored-value instrument, and not redeemable for cash. [Tax advisor: confirm Swiss VAT treatment — advance payment vs. voucher; pricing shown exclusive/inclusive of VAT.] 3.6 Trial. New workspaces receive a one-time grant of free minutes; no payment method required. Trial minutes have no cash value. 3.7 Payment processing is provided by Stripe. Prices are in USD [or CHF — decide before launch] and may change with at least 30 days' notice; changes never reduce an existing minute balance. 3.8 Refunds. Statutory rights aside, prepaid minutes are non-refundable once granted, except where the service materially failed and we cannot remedy it; in that case we refund the unused affected portion pro rata.
4. The customer's responsibilities — meeting consent (important)
4.1 You are the controller of your meeting content. You decide which meetings to run with Clearly and who participates. 4.2 All-party consent. Recording or capturing a non-public conversation without consent is a criminal offense in many jurisdictions: in Switzerland, Art. 179ter Swiss Criminal Code requires the express consent of every participant; in several US states, all-party-consent statutes apply (e.g., California Penal Code §632 for confidential communications); and the comparable laws of any jurisdiction in which any participant is located may impose the same or stricter duties. You must, before starting a session, (a) inform every meeting participant that the meeting will be transcribed and analyzed by Clearly, and (b) obtain each participant's express consent — the all-party standard, regardless of where participants sit. Silence or failing to object is not consent. The pre-session flow includes a consent confirmation step that records your confirmation with a timestamp; completing it does not transfer the consent duty to Clearly. Our Meeting Participant Notice provides notice language you may use. 4.3 You will not use Clearly to process data you have no right to process, and you will instruct facilitators accordingly. 4.4 If a participant withdraws consent during a meeting, the facilitator must end or pause the session for that conversation.
5. Acceptable use
No use that is unlawful; no attempts to access other workspaces' data; no probing, scraping, or disrupting the service; no use of the output to train competing models at scale; no resale of the service without our written agreement. We may suspend a workspace to protect the service or comply with law, with notice where practicable.
6. Customer data, privacy, AI
6.1 Your content stays yours. The customer retains all rights to meeting content, briefs, and exports. We process meeting content only as your processor under the Data Processing Agreement, which forms part of these terms for all workspaces. 6.2 Audio is never stored by Clearly and never passes through our servers; it is streamed directly to our speech-to-text provider for transcription. 6.3 No training. Meeting content is not used by us or — under our provider agreements — by our AI providers to train models. 6.4 AI output. Brief fields and flags are AI-generated suggestions tied to cited source sentences. They may be incomplete or wrong; the facilitator's review is part of the product design, and the customer remains responsible for verifying briefs before relying on them. AI-assisted content shared with meeting participants is identified as such on the client display. 6.5 We may use aggregated, de-identified service telemetry (never meeting content) to operate and improve the service.
7. Availability and support
7.1 The service is provided with commercially reasonable efforts; planned maintenance is announced in advance where possible. Live sessions degrade gracefully: transcription reconnects automatically, and an interrupted analysis never deletes captured content. Enterprise plans may include an SLA and support terms agreed separately. 7.2 Beta features. Features marked as beta, preview, or experimental are provided for evaluation, may change or be withdrawn without notice, are excluded from any SLA, and are used at the customer's option and risk. Beta status never weakens our data protection commitments: the DPA applies to beta features in full.
8. Intellectual property
The service, its software, and design remain ours. We grant the customer a non-exclusive, non-transferable right to use the service for its internal business during the term. Feedback may be used to improve the service.
9. Warranty and liability
9.1 Except as expressly stated, the service is provided without further warranties to the extent permitted by law; we do not warrant uninterrupted or error-free operation, or that AI suggestions are accurate or complete. 9.2 Liability cap. To the extent permitted by Art. 100 of the Swiss Code of Obligations, our total liability under these terms is limited, per contract year, to the fees the customer paid in the twelve months preceding the event; liability for indirect or consequential damage (including lost profits and lost data beyond our backup obligations) is excluded. Nothing limits liability for intent or gross negligence, personal injury, or other liability that cannot be limited under mandatory law. 9.3 The customer indemnifies us against third-party claims arising from the customer's breach of Section 4 (meeting consent) or unlawful content. 9.4 Additional disclaimer for customers in the United States. Where the customer is located in the United States, and to the maximum extent permitted by applicable law: THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WITHOUT ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. This paragraph supplements — and is subordinate to — the Swiss governing-law frame of these terms and §9.1–9.2; it does not expand any exclusion beyond what Art. 100 CO and mandatory local law permit.
10. Term, termination, data return
10.1 Either party may terminate at any time effective the end of the current billing period; we may terminate for material breach with [30] days' notice (immediately for grave breach). 10.2 In-product deletion (available throughout the term). The customer can at any time delete individual sessions (transcript, brief, and meeting record; the billing-ledger entry survives content-free), delete clients (their meetings survive, detached), set a workspace retention policy that automatically deletes transcripts after a chosen number of days (briefs are kept), delete the entire workspace (owner action, with explicit confirmation), and close the account entirely. 10.3 After termination the customer may export its briefs and meeting records for [30] days; thereafter we delete workspace content within [90] days, statutory retention excepted (accounting records are kept content-free). [Confirm the [30]/[90] post-termination windows as operational policy before publication; in-term deletion in 10.2 is shipped.]
11. Changes to these terms
We may amend these terms with at least 30 days' email notice; if the customer objects to a material adverse change, it may terminate effective the change date. Continued use after the effective date is acceptance.
12. Final provisions
12.1 Assignment. Only with consent (not unreasonably withheld; we may assign within a group or in a financing/merger). No partnership or agency. 12.2 Export control and sanctions. Each party complies with applicable export-control and sanctions laws (including those of Switzerland, the EU, the UK, and the US). The customer represents that it is not, and is not owned or controlled by, a person on an applicable sanctions list, and will not use the service in or for the benefit of a comprehensively embargoed territory. We may suspend or terminate where continued provision would violate such laws. 12.3 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control (natural disaster, war, terrorism, labor disputes, governmental action, internet or utility failure, failures of third-party infrastructure not reasonably substitutable). Payment obligations for service already delivered are unaffected. If a force majeure event lasts more than 30 days, either party may terminate the affected service. 12.4 Severability; mandatory local law. If a provision is invalid, the remainder stands and the invalid provision is replaced by the closest valid one. Where mandatory consumer-protection or data-protection law of the customer's or a data subject's jurisdiction grants rights that cannot be contracted away, those rights prevail over the affected provision to that extent; the rest of these terms is unaffected. 12.5 Governing law and forum. Swiss substantive law applies, excluding conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods. Exclusive place of jurisdiction: [Zurich], Switzerland.
[Note to counsel: for non-European enterprise customers, consider offering an optional arbitration clause (e.g., Swiss Rules of International Arbitration, seat Zurich, language English) as an Enterprise-order-form alternative to 12.5 — Zurich courts are unfamiliar territory for US counterparties and arbitration awards are more readily enforceable under the New York Convention. Keep court jurisdiction as the default.]
Draft prepared for review by qualified Swiss counsel (with US counsel review of §9.4 and §12.2); placeholders ([...]) must be resolved before publication.