Terms of Service

1. Who we are and what this agreement covers

Cuvello is a customer relationship management platform for food and beverage field sales, operated by ClayGen Consulting Inc. ("Cuvello", "we", "us"). These Terms of Service (the "Terms") are a binding agreement between ClayGen Consulting Inc. and the company or other legal entity you represent (the "Customer", "you") governing access to and use of the Cuvello application, websites, and related services (the "Service").

By creating a workspace, inviting users, or using the Service, you confirm that you are at least 18 years old, that you are authorized to bind the Customer, and that the Customer agrees to these Terms. If you do not have that authority, or you do not agree, do not use the Service.

Cuvello is built for business use. It is not directed at consumers or at individuals acting outside a trade, business, or profession.

2. Accounts, workspaces, and users

Each Customer receives its own workspace. The person who creates the workspace becomes its initial administrator and can invite additional users ("seats"). Administrators are responsible for who they invite, for the roles those users receive, and for removing users who should no longer have access.

You are responsible for the actions taken in your workspace under your users’ accounts and for keeping sign-in credentials secure. Notify us promptly at hello@cuvello.ca if you suspect unauthorized access.

3. The Service

The Service provides tools for managing field-sales work: accounts and contacts, store visits (including photo capture and location check-in), outreach sequences, distributor report reconciliation, pipeline and invoicing records, exports, and related AI-assisted features.

The Service is a software tool. It does not provide professional, legal, tax, or accounting advice, and outputs (including AI-generated content and distributor-report matching suggestions) are aids that you are responsible for reviewing before relying on them.

4. Trial, subscription, and seats

Creating a workspace is free and requires no payment method. The subscription, including its 30-day free trial, is started from inside the application: you add a payment method and choose your seat count when you start the trial, no charge is made until the trial ends, and cancelling before the trial ends stops the charge.

The subscription is billed monthly, per seat, at CA$49.00 per seat per month plus applicable taxes. The number of paid seats must cover the people who use your workspace. Seat counts and pricing are stated at the point of purchase; if we change pricing, the change applies from your next billing period after reasonable notice.

5. Payment, renewal, and cancellation

Payments are processed by Stripe; we do not store full card numbers. Subscriptions renew automatically each month until cancelled. You can cancel at any time (through the billing tools in the Service where available, or by contacting us at hello@cuvello.ca); cancellation stops the next monthly charge, and access continues to the end of the paid period. Except where required by law, fees already paid are not refunded, including for partial months or unused seats.

If a renewal payment fails, we may retry it and will keep the workspace accessible for a reasonable grace period. If payment continues to fail, access to the Service may be suspended until the balance is settled.

6. Your data

You own the data your team enters into the Service, including account, contact, visit, and sales records ("Customer Data"). You grant us the rights needed to host, process, transmit, back up, and display Customer Data in order to operate, secure, and support the Service.

You are responsible for the lawfulness of the Customer Data you collect and store, including having the right to record business contact information about the buyers, chefs, brokers, and other individuals your team deals with.

You can export your field and account records (visits, locations, sequences, distributor data, accounts, and contacts) as CSV files from inside the application. After termination, we will delete or de-identify Customer Data in the ordinary course of our data-retention practices, described in the Privacy Policy.

7. Email sending and anti-spam compliance

The Service can send outreach email from mailboxes your users connect, and can create email drafts for your users to send themselves. You and your users are solely responsible for the content of those messages and for complying with the anti-spam and electronic-marketing laws that apply to you, including Canada’s Anti-Spam Legislation (CASL) and equivalent laws elsewhere: having the required consent, honouring unsubscribes, and identifying yourself correctly.

We may suspend sending features for a workspace that we reasonably believe is being used to send unlawful or abusive email.

8. Connected services

Optional integrations (for example, connecting a Microsoft 365 mailbox) operate under the connected provider’s own terms and privacy practices, and you authorize the exchanges of data needed to provide the integration. Disconnecting an integration stops future access; it does not undo messages already sent.

9. AI features

AI-assisted features generate summaries, drafts, and suggestions from your own workspace data. AI output can be inaccurate or incomplete; it is provided to help you work faster, is always subject to your review, and is not a factual representation by us. Do not present AI output to third parties without checking it.

10. Acceptable use

• No unlawful use, and no storing or transmitting content you have no right to hold.
• No attempts to breach, probe, or circumvent security or access controls, or to access another customer’s workspace.
• No reselling, sublicensing, or providing the Service to third parties as a service bureau.
• No reverse engineering, scraping at abusive volumes, or interference with the Service’s operation.
• No use of the Service to send spam or other unsolicited commercial electronic messages.

11. Intellectual property

We and our licensors own the Service, including its software, design, and documentation. These Terms grant you a limited, non-exclusive, non-transferable right to use the Service for your internal business purposes during your subscription. Feedback you give us about the Service may be used without obligation to you.

12. Confidentiality

Each party will protect the other’s non-public information received in connection with the Service with at least reasonable care and use it only as needed to perform under these Terms, except where disclosure is required by law.

13. Availability, support, and changes

We work to keep the Service available and useful, and we provide support by email at hello@cuvello.ca. The Service is provided without a guaranteed uptime commitment. We may improve or modify features over time; if we make a change that materially reduces the Service’s core functionality, you may cancel and stop future charges.

14. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT DATA (INCLUDING AI OUTPUT AND MATCHING SUGGESTIONS) WILL BE ACCURATE.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE IS LIMITED TO THE FEES THE CUSTOMER PAID FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

Nothing in these Terms limits liability that cannot be limited under applicable law.

16. Indemnity

You will defend and indemnify us against third-party claims arising from Customer Data, from your use of the Service in violation of these Terms, or from email your team sends using the Service, including claims under anti-spam or privacy laws.

17. Suspension and termination

You may stop using the Service and cancel at any time. We may suspend or terminate access for material breach of these Terms (including non-payment and acceptable-use violations), with notice where practicable. Sections that by their nature should survive termination (including 6, 11, 12, 14, 15, and 16) survive.

18. Changes to these Terms

We may update these Terms from time to time. When we make material changes, we will update the version date above and prompt workspace users to review and accept the new version before continuing. Continued use after acceptance of the updated Terms constitutes agreement to them.

19. Governing law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, and the parties attorn to the exclusive jurisdiction of the courts of Ontario.

20. Contact

Questions about these Terms: hello@cuvello.ca. ClayGen Consulting Inc., Ontario, Canada.