Terms of Service

These Terms of Service govern your access to and use of Citalira. Please read them carefully. They include a limitation of our liability and the law that governs this agreement.

1. Who we are and who these Terms apply to

Citalira is provided by [Company legal name], trading as Citalira, a company registered in [Country of registration] under company number [Company number], with its registered office at [Registered address] (“we”, “us”, “our”). When you use Citalira, your contract is with us.

Citalira is offered only for business purposes, to people who run or manage a website for a business. It is not offered to consumers. If you accept these Terms on behalf of a company or other organisation (“you”, the “Customer”), you confirm that you have the authority to bind it, and these Terms bind that organisation. You must be at least 18 years old to create an account.

By creating an account, installing and connecting the Citalira plugin to our cloud service, or otherwise using the Service, you agree to these Terms. If you continue to use the Service after these Terms change as described in section 17, you agree to the updated Terms. If you do not agree, do not use the Service.

2. Definitions

• Service means Citalira Cloud: our hosted service that powers the booking assistant, the web dashboard at citalira.com and the related application programming interfaces.
• Plugin means the Citalira WordPress plugin. The Plugin is distributed under its own open-source licence; these Terms apply to it only to the extent it connects to the Service.
• Site means a website you connect to the Service.
• Visitor means a person who chats with the assistant on your Site.
• Customer Data means the content and data submitted to the Service by you, your Site or your Visitors, including conversation messages, your business profile and your instructions to the assistant.
• Output means content the assistant generates in response to Customer Data.
• AI interaction means one assistant reply that the Service successfully generates and returns to your Site. AI interactions are the unit in which plans, packs and the Pilot are measured.
• Pilot means the free allowance of AI interactions described in section 6.

3. Your account

You must give accurate and complete information when you register and keep it up to date. You are responsible for keeping your password and any connection codes and site keys confidential and for all activity that happens under your account. Tell us promptly at [Support email] if you believe your account has been accessed without authorisation.

4. The Service

Citalira is an AI assistant that answers Visitors’ questions on your Site and helps them book appointments through the booking plugin you use on WordPress. The booking actions, such as reading availability and creating appointments, are carried out by the Plugin inside your WordPress installation. We never ask for, receive or store your WordPress or booking-plugin credentials.

The Service depends on software and services we do not control, including WordPress, your hosting, your booking plugin and the providers of the AI models we use. We are not responsible for their availability, their behaviour or any changes they make, and the Service may need to change when they do.

We may change, improve or remove features of the Service from time to time.

5. Plans, payments and Paddle

Our order process is conducted by our online reseller Paddle.com. Paddle.com is the Merchant of Record for all our orders. Paddle provides all customer service inquiries and handles returns. When you buy a plan or a pack, Paddle sells it to you, collects payment and applicable taxes, and issues your invoices, under Paddle’s Buyer Terms, which apply to the purchase in addition to these Terms.

• Subscriptions. Plans are billed monthly in advance and renew automatically at the end of each billing month until you cancel. Each plan includes the number of AI interactions per billing month shown at checkout and on our pricing page. Unused interactions do not roll over to the next month.
• Interaction packs. Packs are one-time purchases of additional AI interactions. A pack is valid for the period shown when you buy it (currently 365 days) and is used only while you have an active plan.
• Changing plans. An upgrade takes effect immediately and Paddle charges the prorated difference for the rest of the billing month. A downgrade takes effect from your next billing month; the current month keeps what you paid for.
• Cancellation. You can cancel at any time in your dashboard. Cancellation takes effect at the end of the billing month you have paid for, and you will not be charged again.
• Taxes. Prices are shown in US dollars. Paddle calculates and collects any sales tax, VAT or similar tax that applies to your purchase.
• Price changes. We may change our prices. A new price applies to your plan from the billing month after we tell you about it, so you can cancel before it does.
• Non-payment. If a payment fails, Paddle may retry it. If it remains unpaid, we may suspend paid features until the balance is settled.
• Refunds. Refunds are governed by our Refund Policy.

6. The free Pilot

We may offer a free Pilot of AI interactions so you can try the Service on a verified Site. The Pilot is available once per email address and once per Site, does not expire while it is offered, and is provided “as is” without any service commitment. We may change the size of the Pilot or withdraw it for new accounts at any time. We may cancel a Pilot that we reasonably believe is being obtained or used to get around these limits.

7. Acceptable use

You must use the Service only in compliance with these Terms and applicable law. You must not, and must not allow anyone else to:

• use the Service for any unlawful, fraudulent or deceptive purpose, or to send spam or unsolicited messages;
• infringe or misappropriate the intellectual property or other rights of anyone else;
• introduce malware, probe, scan or test the vulnerability of the Service, bypass its security or authentication, or interfere with its operation or other customers’ use of it;
• scrape, copy or extract data from the Service by automated means other than the interfaces we provide, or reverse engineer the Service except where the law expressly permits it;
• circumvent usage limits, quotas or billing, for example by creating multiple accounts to obtain repeated Pilots;
• use the assistant to provide medical, legal, financial or other regulated professional advice, or to make decisions with legal or similarly significant effects on people, without appropriate qualified human oversight;
• use the Service to collect special categories of personal data (such as health data) from Visitors unless you have a lawful basis and appropriate safeguards, or to collect data from children in breach of applicable law;
• use the Service to generate or distribute content that is illegal, harassing, hateful, sexually explicit, violent or misleading, or that impersonates any person or organisation;
• resell, sublicense or provide the Service to third parties as a standalone service without our written permission.

8. AI features and Output

• Accuracy. Output is generated automatically by AI models and may be inaccurate, incomplete or inappropriate. Availability, services and prices offered to Visitors come from your booking plugin, but the assistant’s wording may still contain mistakes. You are responsible for configuring the assistant, keeping your business information accurate, and reviewing how it represents your business. Output is not professional advice.
• Your instructions and inputs. You are responsible for the business profile, instructions and other content you provide, and you confirm that you have all rights and permissions needed for us to process it.
• Ownership of Output. As between you and us, you own the Customer Data and, to the extent permitted by law, the Output generated for your Site. Similar Output may be generated for other customers, and you do not acquire rights in it.
• Moderation. We may use automated and manual measures to detect abuse and may block, limit or refuse to generate content that we reasonably believe breaches these Terms or the law.
• No training. We do not use Customer Data to train AI models.
• Complaints. If you believe content generated or stored through the Service infringes your rights, contact us at [Contact email] with the details and we will review it promptly and remove it where appropriate. We may suspend customers who repeatedly infringe.

9. Customer Data and personal data

You retain all rights in your Customer Data. You grant us a worldwide, non-exclusive licence to host, process, transmit and display Customer Data only as needed to provide, secure and support the Service and as described in our Privacy Policy.

Processing of Visitors’ personal data

This part of section 9 is the data processing agreement required by Article 28 of the EU GDPR and the UK GDPR. For personal data of your Visitors processed through the Service, you are the controller and we are your processor. Where it conflicts with the rest of these Terms on personal data, this part prevails.

• Subject matter and duration: providing the Service to you, for as long as you use it and until the data is deleted as described below.
• Nature and purpose: receiving, storing and transmitting Visitors’ messages to generate the assistant’s replies and to help Visitors book appointments on your Site.
• Types of personal data: the content of Visitors’ messages and the assistant’s replies, including details Visitors give to book, such as their name. The Plugin replaces email addresses and phone numbers with placeholders before messages reach the Service, so we receive them only if they are written in a format the Plugin does not recognise. We do not receive Visitors’ IP addresses.
• Categories of data subjects: visitors of your Sites who use the assistant.

We will:

1. process the personal data only on your documented instructions, which are these Terms and your configuration of the Service, including for international transfers, unless the law requires otherwise, in which case we will tell you first unless the law prohibits it; and tell you if we believe an instruction infringes data protection law;
2. ensure that the people we authorise to process the personal data are bound by confidentiality;
3. take the security measures required by Article 32, as described in our Privacy Policy;
4. use subprocessors only as follows: you authorise those listed in our Privacy Policy; we will tell you about a new one by updating that list and emailing your account’s address before it starts processing your data; you may object to a new subprocessor on reasonable data protection grounds, and if we cannot address your objection you may cancel your plan; each subprocessor is bound by data protection obligations equivalent to these, and we remain responsible for it;
5. taking into account the nature of the processing, help you respond to Visitors’ requests to exercise their rights, mainly through the deletion features of the Plugin and the Service;
6. help you, taking into account the information available to us, with security, personal data breach notifications, data protection impact assessments and prior consultations with supervisory authorities, and notify you of a personal data breach affecting your Visitors’ data without undue delay after becoming aware of it;
7. delete the personal data at the end of the retention period described in our Privacy Policy, when you delete it, or when your use of the Service ends, unless the law requires us to keep it. The Plugin keeps its own copy of conversations in your WordPress installation, so you keep your data when we delete ours;
8. make available the information needed to show that we meet these obligations, mainly by answering your reasonable written questions, and allow audits where that information is not enough or a supervisory authority requires them, on reasonable notice, no more than once a year unless the law requires otherwise, and at your cost.

International transfers. Where Visitors’ personal data is transferred outside the UK or the European Economic Area to a country without an adequacy decision, the EU Standard Contractual Clauses (controller-to-processor or processor-to-processor module, as applicable) and the UK International Data Transfer Addendum are incorporated into these Terms by reference, and we put equivalent safeguards in place with our subprocessors.

Your responsibilities. You are responsible for having a lawful basis for the processing, for giving Visitors the notices required by law (including your own privacy notice and the consent prompt the Plugin shows), for the lawfulness of your instructions, and for responding to Visitors’ requests, with our help as described above.

10. Our intellectual property

We and our licensors own the Service, the dashboard, our software, documentation, trademarks and all related intellectual property. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable right to use the Service for your internal business purposes during your subscription or Pilot. If you send us feedback or suggestions, we may use them without any obligation to you.

11. Third-party services

The Service works with third-party products such as WordPress, booking plugins, payment processing by Paddle and AI model providers. Your use of third-party products is governed by their own terms, and we are not responsible for them.

12. Availability and support

We work to keep the Service available and secure, but we do not guarantee that it will be uninterrupted, timely, secure or error-free, or that it will be available at any particular time. We may carry out planned or emergency maintenance. Support is provided by email at [Support email].

13. Suspension and termination

You may stop using the Service and cancel your plan at any time. We may suspend or terminate your access, in whole or in part, if: you breach these Terms; you fail to pay amounts due; your use poses a security, fraud or legal risk to us, other customers or Visitors; you repeatedly or seriously violate section 7; or we are required to do so by law.

When your access ends, your right to use the Service stops, the assistant stops answering on your Sites through the Service, and we delete Customer Data in line with our retention periods. Fees already paid are not refunded except as set out in our Refund Policy or required by law. Sections 5 (for amounts owed), 8, 9, 10 and 14 to 21 survive termination.

14. Disclaimers

To the fullest extent permitted by law, the Service, the Pilot and all Output are provided “as is” and “as available”, and we disclaim all warranties, conditions and representations, express or implied, including those of merchantability, satisfactory quality, fitness for a particular purpose, accuracy and non-infringement.

15. Limitation of liability

Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded by law.

Subject to that, neither party is liable for any loss of profits, revenue, business, goodwill or anticipated savings, loss or corruption of data, or any indirect, special or consequential loss, however caused, even if it was foreseeable. Our total aggregate liability arising out of or in connection with these Terms and the Service, whether in contract, tort (including negligence) or otherwise, is limited to the fees you paid to us in the 12 months before the event giving rise to the claim. If you have used only the free Pilot, that amount is zero.

16. Indemnity

You will indemnify and hold harmless us and our officers, employees and contractors from and against any claims, losses, damages, costs and expenses (including reasonable legal fees) arising from your Customer Data, your Site, your use of the Service in breach of these Terms or the law, or your failure to meet your obligations to Visitors.

17. Changes to these Terms

We may update these Terms from time to time and will let you know about material changes by email or in your dashboard. Changes take effect when we publish them unless we say otherwise; the “Last updated” date shows when these Terms last changed. If you do not agree to the updated Terms, stop using the Service and cancel your plan.

18. Force majeure

Neither party is liable for any failure or delay caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labour disputes, failures of the internet, hosting or AI model providers, or acts of government. This does not excuse your obligation to pay amounts due.

19. Governing law and disputes

These Terms and any dispute or claim arising out of or in connection with them or their subject matter, including non-contractual disputes, are governed by the laws of England and Wales. Before starting proceedings, each party will first try in good faith to resolve the dispute by contacting the other in writing and allowing 30 days for discussion. The parties submit to the exclusive jurisdiction of the courts of England and Wales, except that either party may seek urgent injunctive relief in any competent court.

20. Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer them to an affiliate or to a successor in connection with a merger, acquisition or sale of all or substantially all of the relevant business or assets, and we will notify you if we do.

21. General

These Terms, together with the Privacy Policy, the Refund Policy and any order terms shown at checkout, are the entire agreement between you and us about the Service and replace any earlier agreements on the subject. If any provision is found unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver. The parties are independent contractors. No third party has rights under these Terms, except that Paddle may rely on the provisions that concern it. We may send notices to the email address on your account; you may send notices to [Contact email]. These Terms are written in English, and the English version prevails over any translation.

22. Contact

[Company legal name]
[Registered address]
Email: [Contact email]