Terms of Service

These Terms of Service ("Terms") form a binding agreement between you ("you", "your", or, where you act on behalf of an organisation, "Customer") and CleverDevel ("WhisperAsk", "we", "us", or "our") governing your access to and use of the WhisperAsk website at whisperask.com, the WhisperAsk application, related APIs, and any associated services (together, the "Service"). Please read these Terms carefully. By creating an account, joining a session, clicking "I agree", or otherwise using the Service, you agree to be bound by these Terms and by our Privacy Policy and Cookie Policy, which are incorporated by reference. If you do not agree, you must not use the Service.

1. Definitions

• "Account" means the registered account a User creates to access the Service.
• "Audience Member" means a person who joins a Session as a participant without creating an Account.
• "Customer Content" means polls, questions, prompts, responses, uploads, branding, and any other material you, your Team Members, or your Audience Members submit to the Service.
• "Plan" means the subscription tier you select (including any free tier or trial), as described on our pricing page.
• "Session" means a live, scheduled, or on-demand audience-engagement event you host using the Service.
• "Team" means a workspace shared by one or more Users for the purpose of running Sessions, with a designated billing owner.
• "User" means an individual who has registered an Account on the Service.

2. Eligibility and account registration

You must be at least 16 years old to create an Account. If you create an Account on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms, and "you" will refer to both you personally and that organisation.

You agree to provide accurate, current, and complete information when creating your Account and to keep it up to date. You are responsible for safeguarding your credentials, for any activity that occurs under your Account, and for promptly notifying us at [email protected] of any suspected unauthorised access. We are not liable for losses arising from your failure to maintain credential security.

3. Teams, roles, and Audience Members

A Team has a single billing owner who is responsible for the Team's subscription, invoices, and data-protection obligations toward Team Members. Team owners may invite, remove, and assign roles to other Users. The role assigned to a User determines the actions that User may take within the Team.

Audience Members do not create Accounts. They are identified by a cryptographically signed participant token tied to the Session they joined and are bound by these Terms with respect to their participation. As the Session host, you are solely responsible for any notice, consent, or disclosure required by applicable law before you collect responses, questions, or other input from your audience.

4. Subscriptions, billing, and trials

Paid Plans are billed in advance on a recurring monthly or annual basis through our payment processor, Stripe. By subscribing, you authorise us (acting through Stripe) to charge your selected payment method for the applicable Plan fees, taxes, and any add-ons until you cancel. Fees are stated exclusive of VAT and other applicable taxes, which will be added at checkout where required.

Where we offer a free trial, the trial converts automatically into a paid subscription at the end of the trial period unless you cancel before the trial ends. You may downgrade, upgrade, or cancel your Plan at any time from your billing settings; changes take effect as described at the time of change (typically: upgrades and period switches are prorated immediately, downgrades and cancellations take effect at the end of the current billing period).

Except as required by law (for example, the EU consumer right of withdrawal where it applies and has not been waived), all fees are non-refundable and we do not provide refunds or credits for partial billing periods, unused features, or downgrades. We may change pricing for new billing periods on at least 30 days' notice; price changes will not apply to the current paid term.

If a payment fails, we will retry in accordance with Stripe's standard dunning schedule and notify you. If the failure is not resolved, we may suspend your Account's paid features until payment is made.

5. Acceptable use

You agree not to, and not to permit any User or Audience Member to:

• use the Service in violation of any applicable law, regulation, or third-party right;
• upload, post, transmit, or otherwise make available any Customer Content that is unlawful, defamatory, obscene, harassing, hateful, infringing, or that contains malware;
• collect personal data through the Service in violation of applicable data-protection law, or run polls or surveys designed to deceive participants;
• impersonate any person or entity, or misrepresent your affiliation with any person or entity;
• attempt to gain unauthorised access to any portion of the Service, other Accounts, or the systems or networks connected to the Service;
• interfere with or disrupt the Service, including by sending excessive requests, scraping, load testing without our written permission, or circumventing rate limits;
• reverse engineer, decompile, or disassemble any portion of the Service except to the extent applicable law expressly permits;
• use the Service to develop a competing product, or to benchmark the Service for publication without our prior written consent.

We may investigate suspected violations and may suspend or terminate Accounts that we reasonably believe violate this Section 5. We may also remove or refuse to display Customer Content that violates these Terms.

6. Customer Content and licence

As between you and us, you retain all right, title, and interest in and to your Customer Content. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, modify (only as required for technical adaptation), and process your Customer Content solely as needed to operate, maintain, secure, and improve the Service for you, and to comply with applicable law. This licence terminates when the Customer Content is deleted from the Service, except for backup copies retained for the period stated in our Privacy Policy.

You represent and warrant that you have all rights necessary to submit Customer Content to the Service and to grant the licence above, and that the Customer Content does not violate any law or third-party right.

7. Our intellectual property

The Service, including all software, designs, text, graphics, trademarks, and all related intellectual property, is and remains the property of CleverDevel and its licensors. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service in accordance with these Terms. Nothing in these Terms grants you any right in our name, logo, or trademarks.

If you provide us with feedback, suggestions, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use them for any purpose without obligation to you.

8. Third-party services

The Service relies on, links to, or integrates with services provided by third parties, including Stripe (payments), Railway (hosting), MailPace (transactional email), Honeybadger (error monitoring), and Fathom Analytics (privacy-preserving analytics). Your use of those services is subject to their own terms and privacy policies. We are not responsible for the availability, content, or practices of any third-party service.

9. Privacy and data protection

Our collection and use of personal data are described in our Privacy Policy. Where you submit personal data of Audience Members or other third parties to the Service, you act as the data controller and we act as your data processor with respect to that data. The data-processing terms applicable in that role are incorporated into our Privacy Policy and form part of these Terms.

10. Suspension

We may suspend your access to the Service, in whole or in part, with or without notice, if (a) we reasonably believe your use poses a security or legal risk to us, the Service, or any third party; (b) you breach these Terms in a material way; (c) your payment is overdue; or (d) we are required to do so by law or by a competent authority. Where reasonably practicable, we will notify you of the suspension and give you an opportunity to cure the issue.

11. Term and termination

These Terms apply from the moment you first use the Service and continue until your Account is closed. You may terminate at any time by deleting your Account from your settings, which will cancel any active paid subscription as of the end of the then-current billing period. We may terminate these Terms and your Account on 30 days' notice for any reason, or immediately if you materially breach these Terms and either the breach is incurable or you fail to cure it within 14 days of our notice.

On termination, your right to use the Service ends and we will delete or anonymise your Customer Content within 30 days, except for (a) backup copies for the period stated in our Privacy Policy and (b) records we are required to retain to comply with legal, accounting, or regulatory obligations. Sections that by their nature should survive termination (including 6, 7, 12, 13, 14, 17, 18, and 19) will survive.

12. Disclaimer of warranties

To the fullest extent permitted by applicable law, the Service is provided "as is" and "as available", without warranties of any kind, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or accuracy. We do not warrant that the Service will be uninterrupted, error-free, secure, or free of viruses or other harmful components, or that any Customer Content will be preserved without loss. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you.

13. Limitation of liability

To the fullest extent permitted by applicable law, in no event will we, our affiliates, or our suppliers be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, or business opportunity, arising out of or in connection with the Service or these Terms, even if we have been advised of the possibility of such damages.

Our aggregate liability for all claims arising out of or in connection with the Service or these Terms in any twelve-month period will not exceed the greater of (a) the amount you paid us for the Service in that twelve-month period or (b) one hundred euros (€100).

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for breach of a consumer's statutory rights.

14. Indemnification

You will defend, indemnify, and hold harmless CleverDevel, its affiliates, and its officers, directors, employees, and agents from and against any third-party claim, demand, loss, or expense (including reasonable legal fees) arising out of or related to (a) your Customer Content, (b) your use of the Service in violation of these Terms or applicable law, or (c) your violation of any third-party right, including any intellectual-property or privacy right. We will give you prompt notice of any such claim, reasonable cooperation, and the right to control the defence and settlement (provided that any settlement that admits liability or imposes obligations on us requires our consent).

15. Modifications to the Service

We may add, modify, or discontinue features of the Service at any time. We will not, without giving you reasonable advance notice, remove a feature that materially reduces the functionality of a paid Plan during your then-current billing period.

16. Changes to these Terms

We may update these Terms from time to time. If we make a material change, we will notify you by email to the address associated with your Account or by an in-app notice at least 30 days before the change takes effect, except where a shorter notice period is required by law. Changes take effect on the date stated in the notice. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not accept the changes, you must stop using the Service before the effective date and may cancel your subscription as described in Section 4.

17. Governing law and disputes

These Terms and any dispute arising out of or in connection with them or the Service are governed by the laws of England and Wales, without regard to conflict-of-laws principles. Subject to your mandatory consumer rights under the laws of your country of residence, you and we agree to submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any such dispute.

Before initiating formal proceedings, both parties agree to attempt to resolve disputes in good faith through written notice and at least 30 days of negotiation. If you are a consumer in the European Union, you may also use the European Commission's Online Dispute Resolution platform at ec.europa.eu/consumers/odr.

18. Force majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events outside its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, governmental action, internet or telecommunications failures, or failures of third-party services on which the Service depends.

19. General

• Entire agreement. These Terms (with the Privacy Policy and Cookie Policy) are the entire agreement between you and us regarding the Service and supersede any prior or contemporaneous agreement on the same subject matter.
• Severability. If any provision of these Terms is held unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to be enforceable.
• No waiver. Our failure to enforce any right or provision of these Terms will not be a waiver of that right or provision.
• Assignment. You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign these Terms without restriction in connection with a merger, acquisition, reorganisation, or sale of substantially all of our assets.
• Notices. We will give you notices by email to the address associated with your Account or by posting in the Service. You may give us notice by email to [email protected].
• Relationship. Nothing in these Terms creates any agency, partnership, joint venture, or employment relationship between the parties.
• Third-party beneficiaries. A person who is not a party to these Terms has no right to enforce any of its terms.

20. Contact

Questions about these Terms? Email [email protected]. For privacy and data-protection enquiries, see the Privacy Policy. For security disclosures, email [email protected].