Terms of Service

1. Who these terms are between

1.1 These Terms of Service (“Terms”) govern your use of Effective Clerking (the “Service”).

1.2 The Service is provided by Effective Clerking Ltd, a company registered in England and Wales with company number 17445060 whose registered office is at 17 Wheatfield Road, Bedford, MK45 3QF (“we”, “us”, “our”).

1.3 “You” and “Customer” mean the person or organisation that opens an account. If you open an account on behalf of an organisation, you confirm you have authority to bind that organisation, and “you” means that organisation.

1.4 By opening an account, clicking to accept, or using the Service, you agree to these Terms, the Acceptable Use Policy, the Privacy Policy, and — where we process personal data on your behalf — the Data Processing Agreement. Together these are the “Agreement”. If there is a conflict, the order of precedence is: (a) any signed order form or written agreement between us; (b) the Data Processing Agreement; (c) these Terms; (d) the other policies.

1.5 We may make the Agreement available to you in a form you can store and reproduce. You should keep a copy.

2. What the Service is, and what it is not

2.1 The Service is a software tool for governance professionals. It helps you organise client organisations, schedule and record meetings, produce draft agendas and draft minutes from notes you supply, track actions, check your own documentation checklist, and draft invoices.

2.2 The Service uses artificial intelligence to produce drafts. Every document the Service drafts is a draft until you review, edit and approve it. The Service is designed so that nothing is finalised or sent without your explicit approval, and you must not attempt to circumvent that.

2.3 The Service does not provide legal advice, governance advice, or professional advice of any kind. The compliance checklist function checks your draft documents against a checklist that you maintain, for documentation evidence only. It is not a legal compliance assessment, it does not tell you whether your organisation has met any statutory duty, and it must not be presented to anyone as if it did.

2.4 You remain professionally responsible for every document you produce using the Service, in exactly the way you would be if you had typed it yourself.

2.5 We may improve, change or discontinue features. Where a change materially reduces the functionality of the Service, we will give you at least 30 days’ notice by email, and you may cancel under clause 14.2 without penalty. As with any cancellation under 14.2, you keep access until the end of your current billing period and clause 4.8 applies — we do not calculate or pay partial-period refunds.

3. Your account

3.1 Eligibility. The Service is offered only to customers established in the United Kingdom. You must be at least 18 years old and acting in a professional or business capacity to open an account. We may decline or close an account where the customer is not established in the UK, and we may verify this from your billing address.

3.2 You must give accurate registration information and keep it current.

3.3 You are responsible for all activity under your account. You must keep credentials confidential, must not share logins between individuals, and must enable multi-factor authentication where we make it available. Tell us immediately at support@effectiveclerking.co.uk if you suspect unauthorised access.support@effeciveclerking.co.uk

3.4 Where, and if, your plan permits additional users, you are responsible for their compliance with the Agreement as if it were your own.

3.5 You must not open an account using automated means, or open multiple accounts to circumvent plan limits or trial terms.

4. Fees, billing and taxes

4.1 Fees, plans and billing frequency are as set out on our pricing page at the time you subscribe.

4.2 Prices displayed to consumers include VAT where applicable. Prices displayed to business customers are stated as either inclusive or exclusive of VAT on the pricing page.

4.3 Payment is taken by our payment processor, Stripe. We do not store your card details. By subscribing you authorise recurring charges on the billing cycle you selected until you cancel.

4.4 Subscriptions renew automatically at the end of each billing period at the then-current price for your plan, unless cancelled before renewal. We will give you at least 30 days’ notice by email of any price increase affecting your renewal; if you do not accept it, you may cancel before the renewal date.

4.5 If a payment fails, we may retry it, and we will email you. We may suspend access after 14 days of non-payment following written notice — suspension does not end your obligation to pay accrued fees. If payment remains outstanding after a further period, we may treat the account as cancelled and close it under clause 14.6, starting the same data-retention clock that applies to any other closure. We will warn you by email before that happens.

4.7 You are responsible for any taxes other than taxes on our income. UK VAT is charged where applicable.

4.8 Except as set out in clause 16 (consumers) or clause 2.5, fees are non-refundable and we do not give partial refunds for unused periods.

5. Your content

5.1 “Customer Content” means everything you put into the Service or generate through it: raw notes, meeting records, agendas, minutes, action records, attendee registers, contact details, invoice data, uploaded files and the documents the Service drafts for you.

5.2 You own your Customer Content. We claim no ownership of it.

5.3 You grant us a non-exclusive, worldwide, royalty-free licence to host, store, copy, transmit, display and process Customer Content only to the extent necessary to provide, secure, support and maintain the Service for you, and to comply with law. This licence ends when the content is deleted, subject to the retention periods in clause 14.

5.4 We do not use Customer Content to train artificial intelligence models, and our AI provider is contractually prohibited from doing so. We do not sell Customer Content, and we do not disclose it except as set out in the Privacy Policy and the Data Processing Agreement.

5.5 You warrant that you have all rights and lawful bases necessary to put Customer Content into the Service, including — where the content contains personal data — the authority of the relevant data controller.

5.6 You are responsible for the accuracy, quality and legality of Customer Content, and for keeping your own copies of anything you need. Clause 11 sets out what we do about backups; it does not make us your archive.

6. Our intellectual property

6.1 We and our licensors own the Service, including all software, interfaces, designs, documentation, prompts, templates, the compliance checklist starter set, and all intellectual property rights in them. Nothing in the Agreement transfers any of it to you.

6.2 We grant you a non-exclusive, non-transferable, revocable licence to use the Service during your subscription, for your own internal business purposes, in accordance with the Agreement.

6.3 You must not: copy, modify, translate or create derivative works of the Service; reverse engineer, decompile or disassemble it except to the extent that restriction is unenforceable by law; remove proprietary notices; use it to build a competing product; resell, sublicense or provide it as a service bureau to third parties (using it to serve your own clerking clients is permitted and expected); or use automated means to extract data from it other than through features we provide.

6.4 Feedback. If you give us suggestions or feedback, we may use them without restriction or obligation to you. This does not give us any right to your Customer Content.

6.5 Outputs. As between you and us, you own the documents the Service drafts from your Customer Content, subject to clause 6.6.

6.6 AI-generated output is not unique to you. Similar inputs may produce similar output for other customers, and we make no representation that output is original, novel, or free from resemblance to output generated for others. We do not warrant that output does not infringe any third party’s rights, and clause 8 applies.

7. Acceptable use

7.1 You must comply with the Acceptable Use Policy, which forms part of the Agreement.

7.2 In particular, you must not use the Service to process personal data you have no lawful basis to process; to produce documents you present as legal advice; to attempt to gain unauthorised access to the Service or to another customer’s data; to introduce malicious code; to place unreasonable load on the Service; or in any way that breaches our AI provider’s usage policy (clause 8.5).

7.3 We may suspend your account immediately, without refund, where we reasonably believe you are in serious breach of clause 7, where continued use presents a security or legal risk, or where we are required to do so by law or by a supplier. We will tell you why, and restore access if the issue is resolved.

8. Artificial intelligence — how it works and what you must do

8.1 The Service uses AI. Drafts of minutes, agendas, compliance flags, candidate actions and extracted text are produced with the assistance of a large language model supplied by a third-party AI provider — currently Anthropic. We may engage additional or alternative AI providers, subject to the minimum requirements and the notice and objection procedure set out in our AI Transparency & Limitations Notice and clause 5 of our Data Processing Agreement. The full detail of who processes what, and where, is in that Notice.

8.2 Output can be wrong. AI output may be inaccurate, incomplete, misleading, or may state things that were not in your notes. Factual assertions in output must not be relied on without independently checking their accuracy.

8.3 You must review before you use. It is your responsibility to evaluate whether output is appropriate for your purpose. Because governance documents affect individuals and carry legal consequences, a qualified professional must review every AI-assisted document before it is finalised, circulated or relied on. The Service is built to require this. You must not build workarounds, and you must not represent unreviewed output as a finished document.

8.4 You must disclose AI use. Where you present AI-assisted output to other people — governors, trustees, staff, or the public — you must disclose that AI was used to help produce it. We provide standard wording in the AI Transparency & Limitations Notice for you to adopt.

8.5 Our supplier’s policy binds you. Your use of the AI features is subject to the usage policy of our AI provider from time to time, currently Anthropic’s Usage Policy. We may suspend AI features where necessary to comply with it, and will tell you why.

8.6 Documents that are published. Where you publish AI-assisted minutes or agendas, your own review and editorial responsibility is what makes them yours. Keep a record of that review — it is good governance, and it is the evidence behind the disclosure you give under clause 8.4.

8.7 We do not warrant AI output. No warranty in this Agreement, express or implied, extends to the accuracy, completeness, fitness for purpose, or legal sufficiency of any AI-generated output.

9. Data protection

9.1 Where we process personal data on your behalf — everything inside your Customer Content — we act as a processor and you (or the organisation you act for) act as the controller. Our Data Processing Agreement applies and is incorporated into the Agreement by reference. You do not need to sign it separately; accepting these Terms accepts it.

9.2 Where you are yourself a processor acting for a school, academy trust or other organisation, we are that organisation’s sub-processor. You warrant that you have authority to appoint us and that your own contract permits it. Part B of the Data Processing Agreement applies.

9.3 Where we process personal data for our own purposes — your account details, billing, support, security logs, service telemetry and marketing — we act as a controller, and our Privacy Policy applies.

9.4 Both parties will comply with applicable data protection law, meaning the UK GDPR and the Data Protection Act 2018.

9.5 You are responsible for the lawful basis for the personal data you put into the Service, for giving the required privacy information to the individuals concerned, and for any data protection impact assessment your own processing requires.

10. Confidentiality

10.1 Each party may receive confidential information from the other. Each will keep it confidential, use it only for the Agreement, and protect it with at least reasonable care.

10.2 This does not apply to information that is public otherwise than through breach, was already lawfully held, is independently developed, or must be disclosed by law or a regulator — in which case the disclosing party will, where lawful, give notice first.

10.3 These obligations survive termination for 5 years, and indefinitely for personal data and for anything marked as a confidential annexe or Part 2 business.

11. Availability, security and support

11.1 We will provide the Service with reasonable skill and care, and in accordance with the Service Availability & Support Policy.

11.2 We target 99% monthly availability, excluding scheduled maintenance notified in advance and events outside our reasonable control. This is a target, not a guarantee, and no service credits are payable unless a separate written agreement says otherwise.

11.3 We maintain appropriate technical and organisational security measures, described in our Security Statement and in Annex II to the Data Processing Agreement.

11.4 We take backups as described in the Security Statement. Backups are for our disaster recovery, not an archival service for you. You should export and retain your own copies of documents you need to keep.

11.5 Support is provided as set out in the Service Availability & Support Policy, currently by email to support@effectiveclerking.co.uk during business hours.

12. Liability

12.1 Nothing in the Agreement excludes or limits either party’s liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or any other liability that cannot lawfully be excluded or limited.

12.2 Subject to clause 12.1, we are not liable for any of the following, however arising: loss of profit, revenue, business, contracts or anticipated savings; loss of goodwill or reputation; loss of or corruption of data, except to the extent caused by our breach of clause 11.3; wasted expenditure; any liability arising from your failure to review AI output as required by clause 8; any liability arising from Customer Content or from your use of documents produced through the Service; or any indirect or consequential loss.

12.3 Subject to clauses 12.1 and 12.2, our total liability to you arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, in any 12-month period is limited to the greater of: (a) the total fees you paid us in the 12 months immediately before the event giving rise to the claim; and (b) £500.

12.4 Each provision of this clause operates separately. If any part is held unenforceable, the others continue to apply.

12.5 You must notify us of any claim within 12 months of becoming aware of the circumstances giving rise to it.

12.6 You will indemnify us against losses, costs and reasonable legal fees we incur arising from: your breach of clause 7 (acceptable use); your breach of clause 5.5 (rights in Customer Content); any claim by a third party — including a school, trust or individual whose data you put into the Service — that arises from your use of the Service in breach of the Agreement or of data protection law. This clause 12.6 does not apply where you are a consumer.

12.7 This clause 12 reflects the allocation of risk between us, having regard to the fees payable and the availability of insurance to each party. You acknowledge that the fees would be materially higher if we accepted a greater liability.

13. Warranties and disclaimers

13.1 We warrant that we have the right to grant the licence in clause 6.2, and that we will provide the Service with reasonable skill and care.

13.2 Subject to clause 12.1 and clause 16, and to the maximum extent permitted by law, all other warranties, conditions and terms — whether express, implied or statutory — are excluded, including any implied warranty of satisfactory quality, fitness for a particular purpose, or non-infringement.

13.3 We do not warrant that the Service will be uninterrupted or error-free, that defects will be corrected, that it will meet your requirements, or that it will produce any particular result. We specifically do not warrant that any document produced using the Service is accurate, complete, or compliant with any legal or regulatory requirement.

14. Term, termination and exit

14.1 The Agreement starts when you open an account and continues until terminated.

14.2 You may cancel at any time from your account settings. Cancellation takes effect at the end of your current billing period, and you keep access until then. See clause 16 for consumer cancellation rights.

14.3 We may terminate for convenience on 60 days’ written notice.

14.4 Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within 30 days of notice, or becomes insolvent.

14.5 We may terminate immediately, without refund, for a serious breach of clause 7.

14.6 On termination:

your right to use the Service ends immediately — export anything you need before this point, from Reports, while you still have access;

you lose access to all the data on your account, but for 30 days you may ask us to reopen it, which restores full access, including the ability to export;

if you do not reopen it within that 30 days, we permanently delete Customer Content from live systems at the end of the period, and any remaining copies are overwritten as our database backups cycle out — currently within 7 days;

we may retain data we are required by law to keep, and anonymised or aggregated data that cannot identify you or any individual;

accrued rights and any clause intended to survive termination — including clauses 5.6, 6, 10, 12, 13, 14.6, 17 and 18 — survive.

14.7 Where your customer is a school or trust. If you are a clerking practice and the underlying controller asks us to return or delete its data, we will act on your instructions unless we are legally required to do otherwise, and we will tell you promptly that the request was made. Resolving any dispute about entitlement to the data is between you and that organisation.

15. Changes to these Terms

15.1 We may change these Terms. For changes that materially affect your rights or obligations, we will give at least 30 days’ notice by email and by notice in the Service.

15.2 If you do not accept a material change, you may terminate before it takes effect. Continuing to use the Service after the change takes effect means you accept it.

15.3 We may make immediate changes where required by law, by a regulator, or to address a security risk, and will tell you as soon as practicable.

16. If you are a consumer

16.1 You are a consumer if you are an individual acting wholly or mainly outside your trade, business, craft or profession. Most customers of Effective Clerking will not be consumers, but some sole practitioners may be.

16.2 Nothing in the Agreement affects your statutory rights. In particular, the following are not excluded or limited where you are a consumer: our liability under sections 34, 35, 36, 37 and 41 of the Consumer Rights Act 2015 (digital content of satisfactory quality, fit for purpose, as described); our liability under sections 49 to 52 of that Act in relation to services; and any liability that section 65 of that Act prevents us from excluding. Clause 12.6 (indemnity) does not apply to you.

16.3 Your right to cancel. You have the right to cancel within 14 days of entering into the contract, without giving a reason. To cancel, close your account under settings in the app.

16.4 Starting the service during the cancellation period. If you ask us to start providing the Service immediately, and acknowledge that you will lose the right to cancel once it has been fully provided, we will begin at once. If you then cancel within the 14 days, you will pay a proportionate amount for the service supplied up to the point you told us. We capture this request and acknowledgement at checkout.

16.5 Refunds on cancellation are made within 14 days of us being told, using the same payment method, less any proportionate amount under clause 16.4.

17. General

17.1 Notices. Notices to you go to the email address on your account. Notices to us go to support@effectiveclerking.co.uk and, for formal notices, by post to 17 Wheatfield Road, Bedford, MK45 3QF. Email notices are treated as received on the next business day.

17.2 Assignment. You may not assign the Agreement without our written consent. We may assign it to an affiliate or in connection with a merger or sale of the business, on notice to you, provided the assignee assumes our obligations.

17.3 Subcontracting. We may use subcontractors and sub-processors. We remain responsible for their performance. Sub-processors handling personal data are listed and notified in accordance with the Data Processing Agreement.

17.4 Entire agreement. The Agreement is the whole agreement between us and replaces any earlier statement or representation, except that nothing excludes liability for fraudulent misrepresentation.

17.5 No waiver. A failure to enforce any right is not a waiver of it.

17.6 Severance. If any provision is held invalid, the rest continue in force and the invalid provision is modified to the minimum extent necessary to make it enforceable.

17.7 Third party rights. No one other than the parties has any right to enforce the Agreement under the Contracts (Rights of Third Parties) Act 1999.

17.8 Force majeure. Neither party is liable for failure to perform caused by events outside its reasonable control, including failure of a third-party infrastructure or AI provider, provided it takes reasonable steps to mitigate and resume. This does not excuse payment obligations.

17.9 Publicity. We will not name you as a customer without your written consent.

18. Complaints, governing law and jurisdiction

18.1 Complaints. If something goes wrong, tell us first. Our Complaints Procedure sets out how to raise a complaint, how quickly we will acknowledge it, and how it is escalated. Data protection complaints follow the route in our Privacy Policy, and you may also complain to the Information Commissioner’s Office.

18.2 Governing law. The Agreement and any dispute arising out of it, including non-contractual disputes, are governed by the law of England and Wales.

18.3 Jurisdiction. The courts of England and Wales have exclusive jurisdiction, except that if you are a consumer resident in Scotland or Northern Ireland you may also bring proceedings in your local courts.