Terms of Service
In this document
Introduction
This is the master agreement between SorviAI and every customer. Everything else in our footer either sits beneath it or is pulled into it by reference, and it is the only one of our documents that gives us the power to act: the Acceptable Use Policy, the IPR complaints process and the anti-spam rules all promise enforcement, and this is what makes that enforcement lawful.
Almost nobody reads it until it matters. Every self-serve customer accepts it without reading, and then one enterprise legal team reads it very carefully and returns redlines, which is the moment it either holds or does not. It is written for that second reader.
For the first reader, every clause below carries a plain-English summary. Those summaries are there to be genuinely useful rather than decorative, and they are not the contract. Where a summary and the clause it describes differ, the clause governs.
How to read this page
Each clause below is written in two parts, and it is worth knowing which one you are reading.
- The summary comes first, in plain English: what the clause does, written to be understood rather than to be argued about. It is not the contract and creates no rights on its own.
- The clause follows it, marked as such. That is the operative text, the words that bind, and where the two differ it is the one that governs.
Three clauses are marked Negotiated clause. These are the ones that carry nearly all of the commercial exposure in the agreement, the ones enterprise counsel push hardest on, and the ones where genuine negotiation happens rather than a redline being accepted or refused. If you are reviewing SorviAI and have limited time, read those three.
A working block at the foot of the page, Where the product constrains the contract, is not part of the agreement. It is removed when the contract is finalised, and it is visible now because the people who need it are the same people reading this draft.
The agreement, and what is part of it
This page is not the whole agreement on its own. Several other documents form part of it, and they are listed here by link rather than copied in, so that they can be updated without either of us having to sign anything again. If two documents conflict, there is a stated order of which one wins.
The clause. [TO BE DRAFTED BY COUNSEL]
Counsel brief. Define the parties, and define the terms used throughout: customer, authorised user, customer data, the service, workspace, and order form. Incorporate the documents below by URL rather than by reproduction, and set an order of precedence across them. Note that incorporation by URL is what allows those documents to be revised without re-execution, which in turn means those URLs must never move.
| Document | What it governs | Status |
|---|---|---|
| Privacy Policy | What we do with personal information | [LIVE?] |
| Acceptable Use Policy | What may not be done with the service | [LIVE?] |
| Data Processing Addendum | Our obligations as your processor, as an annex | [LIVE?] |
| Refund Policy | When fees are and are not returned | [LIVE?] |
| Service Level Agreement | Availability commitments, for tiers that carry one | [EXISTS? SEE CONSTRAINTS] |
| Order form or subscription plan | What you bought, at what price, for how long | Per customer |
How this agreement is formed
You enter into this agreement by taking a deliberate action at sign-up, such as ticking a box or clicking a button that says you accept it, with these terms linked right next to it. We keep a record of which version of the terms you accepted, as which user, at what time.
The clause. [TO BE DRAFTED BY COUNSEL]
Counsel brief. Draft for clickwrap acceptance: an affirmative act, a box that is not pre-ticked, and the terms linked adjacent to the point of acceptance rather than only in the footer. Cover acceptance by an individual on behalf of an organisation, and their authority to bind it. Address whether continued use of the service also constitutes acceptance, and how that interacts with the amendment mechanism.
Your account, and who the customer is
The customer is the organisation, not the individual who signed up. Your workspace administrators control who else gets in and what they can do. You are responsible for keeping credentials safe and for what happens under your accounts, including by people you gave access to.
The clause. [TO BE DRAFTED BY COUNSEL]
Counsel brief. Cover eligibility and capacity to contract, accuracy of registration details, and responsibility for credentials and for the acts of authorised users. Be explicit that the organisation is the contracting party and that administrators act on its behalf, because on a multi-tenant platform the person who clicked sign-up is frequently not the person who owns the data. Address what happens when a workspace administrator leaves the organisation and control of the workspace is disputed.
Note that multi-factor authentication is not currently available. What the platform does and does not enforce on your behalf is described on the Security page, and the practical consequence is that credential hygiene sits further on your side of the line than it otherwise would.
What you may do with SorviAI
While you are paying and in good standing, you may use the service for your own business. You are buying access to something we run, not a copy of the software, and the right is not transferable to anyone else.
The clause. [TO BE DRAFTED BY COUNSEL]
Counsel brief. Grant a non-exclusive, non-transferable, revocable right to access and use the service for the customer’s internal business purposes for the subscription term, limited to the plan and user count purchased. Make clear this is access to a hosted service rather than a licence to the software itself.
Trials and preview features
Free trials end. Features labelled preview or beta may change substantially or be withdrawn, may be less reliable than the rest of the service, and are not covered by any availability commitment.
The clause. [TO BE DRAFTED BY COUNSEL]
Counsel brief. Cover free trials, what happens to data at the end of one, and beta or preview features, which need a separate and broader disclaimer than the general service plus an express right to withdraw them. This is a clause that is easy to omit and painful to add later, once a customer has built a process on a preview feature.
Acceptable use
There are things you may not do with SorviAI: break the law, infringe other people’s rights, send spam through it, attack it, resell it, or use it to harm other customers. The full list is in the Acceptable Use Policy, which forms part of this agreement, and breaking it is grounds for suspension.
The clause. [TO BE DRAFTED BY COUNSEL]
Counsel brief. Incorporate the Acceptable Use Policy by reference rather than reproducing the list, so it can be updated as new abuse patterns appear. Tie breach of it explicitly to the suspension and termination clause, including the immediate-suspension right. This clause and that one are a pair: neither works alone.
Because tenants can publish public storefronts and send email through SorviAI, acceptable use here carries more weight than on a purely internal tool. The anti-spam rules and the intellectual property complaints process both depend on the enforcement powers this clause and Suspension and termination create.
Fees, billing and renewal
What you pay, when you pay it, and what happens if you do not. Subscriptions renew automatically unless you cancel before the renewal date. Prices exclude taxes. If payment fails we will chase it before we suspend anything.
The clause. [TO BE DRAFTED BY COUNSEL]
Counsel brief. Cover fees and the plan, billing period, automatic renewal and how to prevent it, price changes and the notice required for them, taxes, and the consequences of non-payment including any grace period before suspension. Incorporate the Refund Policy by reference. Draft the whole clause against what the billing code actually does on mid-period cancellation, upgrade and downgrade, not against what the pricing page implies.
Your data Negotiated clause
Your data is yours. It stays yours. We take only the narrow permission we need to actually run the service for you: storing it, processing it, transmitting it, backing it up, and keeping it secure. We do not acquire the right to use it for anything else.
The clause. [TO BE DRAFTED BY COUNSEL]
Counsel brief. State customer ownership of customer data affirmatively rather than leaving it implied. Draft the licence back to SorviAI as narrowly as the service genuinely requires, limited to providing, maintaining and securing the service, and terminating when the agreement does. Cross-reference the Data Processing Addendum for personal data specifically.
Our intellectual property
The platform itself, its code, design and brand, remain ours. Using SorviAI does not transfer any of it to you. If you send us an idea for how the product should work, we may act on it without owing you anything.
The clause. [TO BE DRAFTED BY COUNSEL]
Counsel brief. Reserve all rights in the service, software, documentation and marks. Include a feedback clause granting SorviAI a perpetual right to use suggestions without obligation. Keep this clause visibly separate from the customer data clause: a reader must not be able to confuse ownership of the platform with ownership of what is stored in it, and the surest way to trigger that confusion is to draft them as one section.
Third-party integrations
SorviAI connects to outside services when you ask it to, such as a tax authority, a mailbox, a courier or a payment provider. Those services are run by other companies under their own terms, and once your data is with them it is governed by their agreement with you, not by this one.
The clause. [TO BE DRAFTED BY COUNSEL]
Counsel brief. Cover integrations the customer chooses to enable, make clear the connection is made on their instruction, disclaim responsibility for the third party’s own service and terms, and reserve the right to discontinue an integration if the third party changes or withdraws their interface. Distinguish these customer-enabled integrations from our own sub-processors, which are listed on the Compliance page and are our responsibility rather than the customer’s choice.
Relevant here because SorviAI integrates with a tax authority for filings, with a mail provider for mailboxes, with couriers for shipments and with a payment provider for card payments. Each is enabled by the customer and each carries its own terms.
Confidentiality
Each of us will keep the other’s confidential information confidential, use it only for the purposes of this agreement, and protect it properly. This runs in both directions, and it survives the end of the agreement.
The clause. [TO BE DRAFTED BY COUNSEL]
Counsel brief. Mutual, with the standard carve-outs for information already public, independently developed, or lawfully received from a third party, plus a compelled-disclosure exception with notice where notice is lawful. State the duration of the obligation after termination. Note the interaction with the liability clause: enterprise counsel frequently ask for breach of confidentiality to sit outside the liability cap, so the two clauses should be drafted together rather than in sequence.
Warranties and disclaimers
We promise a few specific things: that we have the right to provide the service, and that we will provide it with reasonable skill and care. Beyond those, the service is provided as it is. We do not promise it will never be unavailable or never contain a defect.
The clause. [TO BE DRAFTED BY COUNSEL]
Counsel brief. Give a short list of express warranties and disclaim implied ones to the extent the governing law permits, noting that consumer protection law in several jurisdictions limits how far this can go. Do not warrant uninterrupted or error-free operation. Any availability commitment belongs in an SLA rather than here, and there is currently no measurement in place to support one, so do not draft around the assumption that an SLA exists.
Limitation of liability Negotiated clause
There is a ceiling on how much either of us can be made to pay the other if something goes wrong, normally set at the fees paid over the preceding twelve months. Certain things sit outside that ceiling. Neither of us is liable to the other for indirect losses such as lost profits.
The clause. [TO BE DRAFTED BY COUNSEL]
Counsel brief. Cap aggregate liability, conventionally at fees paid in the twelve months preceding the claim. Exclude indirect and consequential loss. Set out the carve-outs that sit outside the cap, and note that liability which cannot lawfully be excluded, such as for death or personal injury caused by negligence and for fraud, must be preserved.
Without a cap, a single incident could in principle expose the company to a claim exceeding everything it has ever earned. This is the clause enterprise counsel push hardest on, and the one where real negotiation happens: larger customers will seek a higher multiple, or specific carve-outs for data breach and confidentiality.
Indemnities
If someone sues you because the SorviAI platform itself infringes their intellectual property, we defend that claim and cover it. If someone sues us because of what you put into or published from your workspace, you do the same for us.
The clause. [TO BE DRAFTED BY COUNSEL]
Counsel brief. Draft a SorviAI indemnity for third-party intellectual property claims arising from the service itself, with the usual control-of-defence and cooperation conditions and the usual remedies of procuring rights, modifying, or terminating and refunding. Draft a customer indemnity for claims arising from customer data, customer content published through a storefront, and use in breach of the acceptable use policy.
The customer-side indemnity is not boilerplate for this platform. Tenants publish catalogues, product descriptions and images to public addresses on SorviAI infrastructure, so a rights holder whose photographs appear on a tenant’s storefront will send their notice to whoever they can find, which is us. The takedown process that follows is described on our IPR complaints page, and this clause is where the cost of it lands correctly.
Suspension and termination Negotiated clause
Either of us can end the agreement in the ways set out here. We can also suspend access, and in some situations we can suspend it immediately and without notice: where there is a legal requirement, a security risk, or harm being done to other customers. We will restore access as soon as the cause is resolved.
The clause. [TO BE DRAFTED BY COUNSEL]
Counsel brief. Set out termination for convenience at the end of a term, termination for material breach with a cure period, and termination for insolvency. Separately, and this is the critical part, grant an unambiguous right of immediate suspension without notice for unlawful activity, security risk, non-payment beyond a stated grace period, and harm to other customers or to the platform. Include the right to disable specific content rather than only whole accounts.
When the agreement ends
When your subscription ends you get a defined window to export your data before we delete it. After that window we delete it from live systems, and it clears from backups as those backups age out. Some clauses, such as confidentiality and liability, keep applying after the agreement is over.
The clause. [TO BE DRAFTED BY COUNSEL]
Counsel brief. State the export window and the format, the deletion timeline for live systems, and the backup rotation period after which data clears from backups. List which clauses survive termination. Every one of these numbers has to match what the platform can actually do; see Where the product constrains the contract.
Complaints and grievances
How to raise a complaint with us, who handles it, and how long we take. Separately, if you believe content hosted on SorviAI infringes your intellectual property, there is a dedicated process for that.
The clause. [TO BE DRAFTED BY COUNSEL]
Counsel brief. India’s Intermediary Guidelines require a named Grievance Officer published with contact details and a physical address, acknowledgement of a complaint within 24 hours and disposal within 15 days. Confirm the current requirements and reflect them here and on the IPR complaints page consistently, since a discrepancy between two published commitments is worse than either one alone.
Intellectual property complaints follow their own statutory process and are handled through our IPR complaints page rather than through general support.
Changes to these terms
These terms will change over time. When they do, we tell you in advance, and for significant changes we ask you to accept the new version rather than assuming your silence is agreement. If you do not want to accept a material change, you can leave.
The clause. [TO BE DRAFTED BY COUNSEL]
Counsel brief. Define how notice is given and how much, whether continued use constitutes acceptance of routine changes, whether material changes require fresh affirmative acceptance, and what a customer may do if they reject a change. Without a defined amendment mechanism there is no lawful way to update these terms later, which is a problem that compounds silently.
| Requirement | What it means in practice |
|---|---|
| Version identifier | Shown on this page and stored in every acceptance record |
| Effective date | Displayed prominently at the top |
| Archive | Superseded versions kept at dated URLs, never deleted |
| Change log | A plain summary of what changed between versions |
| Notification | Email for material changes, with the notice period the clause specifies |
| Re-acceptance | A flow that captures fresh acceptance when a material change requires it |
Previous versions remain available at [ARCHIVE URL]. That archive is not optional politeness: if a dispute concerns conduct from eighteen months ago, the terms in force at that time are what governs it, and SorviAI must be able to produce them.
Governing law and disputes
Which country’s law applies to this agreement, and where a dispute would be heard if we could not resolve it between ourselves.
The clause. [TO BE DRAFTED BY COUNSEL]
Counsel brief. Governing law and exclusive forum, following from where the entity is incorporated. Consider whether to require an escalation or good-faith negotiation step before proceedings. Note that this is a commercial decision as much as a legal one: some enterprise buyers resist an unfamiliar forum, so the position and the amount of flexibility to allow should both be decided in advance rather than conceded ad hoc.
General
The clauses that do not fit anywhere else and matter mostly when something has already gone wrong: who can transfer the agreement, what happens if one clause turns out to be unenforceable, what counts as formal notice, and the fact that this agreement replaces anything said before it.
The clause. [TO BE DRAFTED BY COUNSEL]
Counsel brief. Assignment, including on a change of control. Force majeure. Severability. Entire agreement, which is what stops a sales conversation becoming a contractual promise. Notices, including the addresses and what counts as delivery. No waiver. Relationship of the parties. Publicity, meaning whether SorviAI may name the customer as a customer, which is worth deciding deliberately because customers increasingly say no.
How to contact us
Contracting entity
For questions about these terms before you sign up, contact your commercial contact or use the address above. For security and compliance questions, the Security and Compliance pages carry their own contacts.
Key terms
The contract vocabulary on this page, in plain language. Several of these are words whose ordinary meaning is narrower than their legal one, which is exactly where readers get caught out.
Clickwrap
Acceptance formed by a deliberate act: ticking an unticked box or clicking a button labelled to make acceptance explicit, with the terms linked right next to it. It is the pattern courts are most willing to enforce, because the user did something rather than merely failed to notice something.
The strength comes from the record as much as the ritual. An acceptance you cannot later evidence, naming the user, the version and the moment, is close to no acceptance at all.
Browsewrap
Terms presented only as a link, usually in a footer, with no affirmative act of acceptance. The theory is that continued use implies agreement.
It is materially weaker than clickwrap and courts have repeatedly declined to enforce terms presented this way, on the reasoning that a person cannot agree to something they were never meaningfully shown.
Incorporation by reference
Making another document part of the contract by pointing at it, rather than by copying its text in. The Privacy Policy, Acceptable Use Policy and Data Processing Addendum are all part of the agreement this way.
The practical benefit is that those documents can be revised without both parties re-executing the contract. The practical cost is that the URLs must never move and the documents must actually exist, because a reference to nothing carries nothing.
Order of precedence
A stated ranking of the documents making up an agreement, so that if two of them contradict each other there is a rule for which wins rather than an argument.
Without it, a conflict between an order form and the standard terms becomes a matter of interpretation, generally resolved at the least convenient moment.
Customer data
Everything a customer puts into their workspace or generates through using it: ledgers, invoices, contacts, stock records, documents, and anything published through a storefront.
The definition matters more than it looks, because the ownership clause, the licence clause, the deletion obligations and the Data Processing Addendum all operate on whatever this term is defined to cover. A narrow definition quietly leaves categories of data governed by nothing.
Licence
Permission to do something with someone else’s property that would otherwise be unlawful. Two run in opposite directions here: SorviAI licenses you access to the platform, and you license SorviAI the narrow permissions needed to host and process your data.
The scope of the second one is the whole argument in the customer data clause. “To provide the service” and “to improve our products” are very different licences, and only one of them survives an enterprise review.
Carve-out
An exception to a limit. In the liability clause, a carve-out is a category of claim that sits outside the cap and is therefore, as far as that clause is concerned, unlimited.
Each one is a real transfer of risk. Agreeing to carve out data breach claims can convert a capped exposure into an uncapped one in exactly the scenario most likely to produce a large claim, which is why the position is worth deciding centrally rather than deal by deal.
Indemnity
A promise to cover someone else’s losses, and usually to take over defending the claim that produced them. It is stronger than ordinary liability: it can apply without any need to prove fault, and it typically covers legal costs from the outset.
The pairing on this page is conventional. SorviAI indemnifies for the platform infringing someone’s rights; the customer indemnifies for what they put into or published from their workspace.
Cure period
A stated interval, often thirty days, during which a party in breach can put things right before the other side may terminate.
It is a reasonable protection in most contexts and completely wrong in a few. Where a court order requires content removal within thirty-six hours, a thirty-day cure period is not a safeguard, it is a guarantee of non-compliance, which is why the suspension right is drafted separately from termination.
Suspension, and how it differs from termination
Suspension switches access off while the agreement continues and the data remains. Termination ends the agreement, and the deletion timeline starts running.
The distinction is the reason both exist. Enforcement usually needs the reversible one: stopping abusive email, disabling an infringing storefront item, or halting a compromised account, none of which should require destroying a paying customer’s business records.
Survival
The clauses that keep operating after the agreement itself has ended. Confidentiality, limitation of liability, indemnities, governing law and accrued payment obligations normally survive.
If a contract does not say which clauses survive, the protections a party most needs after a relationship ends badly are exactly the ones whose continued application becomes arguable.
Force majeure
A clause excusing a party from performing when something genuinely outside their control prevents it: natural disaster, war, a change in law, widespread infrastructure failure.
It does not excuse ordinary difficulty, and it does not usually excuse paying money that is already owed. Its real work is defining the boundary in advance, so that neither side has to argue about whether an event qualified while it is still happening.
Entire agreement
A clause stating that the written contract is the complete agreement and replaces everything said or written beforehand.
Its practical function is to stop an enthusiastic remark in a sales call becoming a contractual promise. It cuts both ways, which is why a buyer who has been given an important assurance verbally should get it written into the agreement rather than relying on having heard it.