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Terms of Service

Last Modified: May 30, 2026 · Version 2026-05-30

These Terms of Service ("Terms") form a binding agreement between you and Clustra Technologies Ltd. ("Clustra", "we", "our", or "us") and govern your access to and use of the Clustra platform, websites, applications, APIs, and related services (collectively, the "Service"). By creating an account, signing in, or using the Service you confirm that you have read, understood, and agreed to these Terms, our Privacy Policy, our Cookies Policy, our Security Policy, and, where applicable, our Data Processing Agreement.

If you are accepting these Terms on behalf of an organisation, you represent and warrant that you are authorised to bind that organisation, and "you" in these Terms refers to that organisation.

1. Definitions

  • Account — an individual identity registered with Clustra and authenticated by email and password, Google OAuth, or another supported method.
  • Workspace — a collaborative tenant that contains members, settings, and content. An Account may belong to multiple Workspaces.
  • Administrator, Editor, Viewer — the three workspace roles that determine what a member can do inside a Workspace.
  • Customer Content — any data, files, messages, notes, calendar entries, helpdesk tickets, mailbox content, chat, database records, or other material you or your members create, upload, or transmit through the Service.
  • Subscription — a paid plan you select for a Workspace, governing seat count, billing interval, and feature entitlements.
  • DPA — the Data Processing Agreement that supplements these Terms where Clustra processes personal data on your behalf.

2. Eligibility

You must be at least 16 years old and legally capable of entering into a binding agreement to use the Service. If you signed up via OAuth, you must confirm you are 16 or older before Workspace features become available. The Service is not directed to children under 16 (or under 13 where U.S. COPPA applies), and we do not knowingly permit them to use it.

You may not use the Service if you are located in, ordinarily resident in, or a national of a country or territory subject to comprehensive sanctions administered by the United States, the European Union, the United Kingdom, the United Nations, or any other applicable authority, or if you are on any restricted-party or denied-persons list maintained by such authority.

3. Account Registration & Security

  • You agree to provide accurate, current, and complete information at registration and to keep that information up to date.
  • You are responsible for all activity that takes place under your Account, and for safeguarding your password, single sign-on credentials, two-factor secrets, and any API tokens you mint.
  • You will notify us at security@clustra.org promptly if you suspect any unauthorised access to your Account.
  • You will not share your credentials with another person or permit anyone else to use your Account.
  • We may require additional verification (for example, two-factor authentication) for sensitive actions, and we may suspend access to Accounts displaying suspicious activity (see §13).

4. Workspaces, Roles & Administrator Authority

A Workspace is created by its first member, who becomes its initial Administrator. Administrators can invite members, assign roles (Administrator, Editor, Viewer), allocate seats, mint and revoke API tokens and helpdesk-portal API keys, manage billing, and remove members. Removed members are soft-deleted for 30 days and may be restored by an Administrator within that window.

The Workspace Administrator's organisation is the controller of all Customer Content in that Workspace. If you join a Workspace created by someone else, that organisation, not Clustra, decides how Customer Content is used, shared inside the Workspace, exported, and retained. Clustra acts as a processor on the Administrator's documented instructions, as described in the DPA. Requests about Customer Content (export, deletion, change of permissions) should be made to your Workspace Administrator.

5. Subscriptions, Billing & Refunds

5.1 Plans & seats

The Service is offered on a Free plan and on paid Pro and Business plans. Paid plans are sold on a per-seat basis with monthly or annual billing intervals and may be denominated in U.S. Dollars (USD), Nigerian Naira (NGN), Ghanaian Cedi (GHS), South African Rand (ZAR), or Kenyan Shilling (KES), as presented at checkout. The applicable plan, seat count, and price are those shown on the order page at the time you confirm your Subscription.

5.2 Payment processor

Payments are processed by Paystack. By providing a payment method, you authorise us and Paystack to charge that payment method for the recurring Subscription fees and any applicable taxes. Clustra does not store raw payment instrument data.

5.3 Automatic renewal

Paid Subscriptions automatically renew at the end of each billing interval at the then-current price for the same plan and seat count, unless you cancel before the renewal date. You may cancel at any time from your Workspace billing settings; cancellation takes effect at the end of the current paid period and you retain access until then.

5.4 Seat changes & proration

Adding seats during a billing period is charged immediately on a prorated basis. Reducing seats is queued and takes effect at the start of the next billing period; previously paid amounts are not refunded for seat reductions during a period.

5.5 Taxes

Stated prices are exclusive of taxes unless we expressly state otherwise. You are responsible for any applicable sales, use, value-added, goods-and-services, or similar taxes, except for taxes based on our net income.

5.6 Failed payment & past-due Accounts

If a payment fails, we may retry the charge in line with Paystack's standard schedule and may suspend paid features after a reasonable grace period. We will email the Workspace Administrator before suspension.

5.7 Refunds

Except where required by mandatory consumer-protection law, all Subscription fees are non-refundable. We do not provide refunds for unused seats, partial months, or downgrades.

5.8 Free trials & promotional credits

Free trials and promotional credits may be offered from time to time on terms presented at the point of offer. Unless we say otherwise, trials convert into a paid Subscription at their end date unless cancelled before that date.

6. Customer Content & Licence

You retain all rights in your Customer Content. We do not claim ownership over anything you upload to or create in the Service.

To operate the Service you grant Clustra a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, modify (only as required for technical operation, such as encoding or encryption), and create technical backups of Customer Content, solely for the purpose of providing, securing, supporting, and improving the Service for you and your Workspace, and to comply with the law. The licence ends when the Customer Content is deleted from the Service, subject to backup expiry windows and legal-hold obligations described in the Privacy Policy.

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

7. Acceptable Use

You will not, and will not allow any member of your Workspace or any third party to:

  • Use the Service in violation of applicable law or to facilitate any illegal activity.
  • Upload, transmit, or store any content that is unlawful, infringing, defamatory, harassing, hateful, or that depicts the sexual abuse or exploitation of minors.
  • Upload malicious code, viruses, worms, or any other material designed to interfere with the functioning of the Service or any system.
  • Attempt to gain unauthorised access to the Service, to other Accounts or Workspaces, or to any underlying systems or networks; probe, scan, or test the vulnerability of the Service or its security controls except as permitted by our Security Policy §13.2.
  • Interfere with or disrupt the integrity or performance of the Service, including by sending automated traffic that exceeds documented rate limits.
  • Reverse engineer, decompile, or disassemble any part of the Service, except to the extent that applicable law prohibits us from restricting such activity.
  • Build or train a competing product or service using Customer Content of other customers, or scrape or extract data from the Service for that purpose.
  • Resell, sublicense, or make the Service available to any third party other than the members of your Workspace, except as expressly permitted by us in writing.
  • Use the Service to send unsolicited commercial messages (spam) or to violate the privacy or publicity rights of any person.
  • Misrepresent your identity, impersonate any person, or falsify any header or routing information.
  • Bypass any access controls or technical limitations in the Service.

8. Service-Generated Data & Feedback

We may generate aggregated and de-identified data about how the Service is used (for example, anonymised performance metrics and feature-usage statistics) and use that data to operate, secure, and improve the Service. Aggregated and de-identified data never identifies you, your Workspace, or any individual.

If you choose to submit suggestions, comments, ideas, or feature requests ("Feedback"), you grant Clustra a non-exclusive, worldwide, perpetual, irrevocable, royalty-free licence to use that Feedback for any purpose without compensation or attribution.

9. Intellectual Property

The Service, including all software, designs, interfaces, documentation, the Clustra name, logo, and branding, is owned by Clustra and our licensors and is protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service in accordance with these Terms during the term of your Subscription (or for as long as you maintain a Free plan Account in good standing). No other rights are granted by implication, estoppel, or otherwise.

10. Third-Party Integrations & Sub-Processors

The Service integrates with third-party services that we engage to deliver it (including Vercel, DigitalOcean, MongoDB Atlas, managed PostgreSQL, Redis, Google Cloud Storage, Google OAuth, Infisical, Paystack, Sentry, PostHog, and our transactional email provider), and with integrations you choose to connect from inside your Workspace (for example, Google Mail and Calendar). Your use of third-party services is governed by the terms and privacy policies of those third parties; we are not responsible for them and provide no warranties in respect of them. A current list of our sub-processors is available on request from privacy@clustra.org.

11. Privacy & Security

Our processing of personal data is described in the Privacy Policy. Our technical and organisational measures are described in the Security Policy. Where Clustra processes personal data on your behalf as a processor, the DPA applies and forms part of these Terms. You are responsible for the lawfulness of the Customer Content you upload and for ensuring that the members of your Workspace have a lawful basis for any personal data they enter into the Service.

12. Service Availability & Changes

We aim for high availability but do not guarantee that the Service will be uninterrupted or error-free unless we have entered into a separate written service-level agreement with you. We may perform planned maintenance and will use reasonable efforts to provide advance notice for maintenance that is likely to cause material disruption.

We are continually improving the Service and may add, change, or remove features. We will not materially reduce the core functionality you are paying for during a paid term without offering you a prorated refund of the remaining unused portion of the Subscription or a reasonable equivalent.

13. Suspension

We may suspend your access to all or part of the Service, with or without notice, if:

  • We reasonably believe you are violating these Terms, including the acceptable use rules in §7.
  • Your use poses a security, integrity, availability, or legal risk to the Service or to other users.
  • Your payment is past due after the grace period described in §5.6.
  • We are required to do so by law or by an order of a competent authority.

Where we can do so without compromising security or violating the law, we will give you reasonable advance notice and an opportunity to remedy the cause of the suspension.

14. Term & Termination

  • Your termination — you may stop using the Service and delete your Account at any time from your account settings. Account deletion requires re-entering your password and, where 2FA is enabled, a current TOTP code. Paid Subscriptions terminate as described in §5.3.
  • Termination for breach — either party may terminate for material breach by the other on 30 days' written notice if the breach is not cured within that period, except that Clustra may terminate immediately for material breach of §7 (acceptable use), §2 (eligibility), or non-payment beyond the grace period in §5.6.
  • Effect of termination — on termination, your right to access the Service ends. You are responsible for exporting any Customer Content you wish to retain before termination. After termination, Customer Content may continue to exist in encrypted backups for the backup-retention window described in the Privacy Policy before being deleted.
  • Survival — sections that by their nature should survive termination will do so, including §5 (fees accrued before termination), §6 (last paragraph), §9, §15, §16, §17, §18, §19, §20, §21, and any provisions reasonably necessary to give effect to surviving rights and remedies.

15. Disclaimer of Warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. CLUSTRA DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY DATA LOSS WILL NEVER OCCUR. Nothing in these Terms excludes or limits any warranty or right that cannot be excluded or limited under applicable law.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (a) THE AMOUNTS YOU PAID TO CLUSTRA FOR THE SERVICE IN THE 12 MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (b) ONE HUNDRED U.S. DOLLARS (US$100).

The limitations above do not apply to (i) either party's indemnification obligations under §17, (ii) your obligation to pay fees due under §5, (iii) violations of the other party's intellectual property rights, or (iv) any liability that cannot lawfully be excluded or limited, including for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, and breach of non-excludable consumer rights.

17. Indemnification

You will defend, indemnify, and hold harmless Clustra and its officers, directors, employees, and agents from and against any claim, demand, loss, damage, liability, cost, or expense (including reasonable legal fees) arising out of or relating to (a) Customer Content; (b) your or your Workspace's use of the Service in violation of these Terms or applicable law; or (c) your violation of any third-party right, including intellectual property and privacy rights.

We will defend you against any third-party claim that the Service, used in accordance with these Terms, infringes that third party's intellectual property rights, and we will pay damages and costs finally awarded against you in connection with such a claim or agreed in settlement by us. If we believe the Service may be the subject of an infringement claim, we may, at our option, (i) procure the right to continue using the affected part, (ii) modify it to be non-infringing while retaining materially equivalent functionality, or (iii) terminate the affected Subscription and refund any pre-paid, unused fees. This paragraph states our sole liability and your sole remedy for third-party infringement claims.

18. Changes to the Terms

We may update these Terms from time to time. If a change is material, we will give you notice by email and via an in-app notice at least 30 days before it takes effect, except where a shorter period is required by law or by an urgent security or legal need. The current version and effective date are shown at the top of this page. Continued use of the Service after the effective date of an updated version constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service and may cancel paid Subscriptions for a prorated refund of any unused prepaid fees attributable to the period after the change takes effect.

19. Export Controls & Sanctions

You will comply with all applicable export control and sanctions laws, including those of Nigeria, the United States, the European Union, and the United Kingdom. You represent that you are not on any restricted-party list and that you will not export, re-export, or make the Service available to any person or destination prohibited under those laws.

20. Governing Law & Disputes

These Terms are governed by the laws of the Federal Republic of Nigeria, without regard to its conflict-of-laws principles. Subject to the next paragraph, the courts of Lagos, Nigeria have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms or the Service.

Where you are a consumer in a jurisdiction that grants you the protection of the mandatory laws of your country of residence (for example, consumers in the EEA, the UK, or other jurisdictions with equivalent rules), nothing in this section deprives you of those protections, and you may bring claims in the courts of your country of residence where the law so permits.

21. Miscellaneous

  • Entire agreement — these Terms, together with the Privacy Policy, Cookies Policy, Security Policy, DPA (where applicable), and any order form, constitute the entire agreement between you and Clustra concerning the Service and supersede all prior or contemporaneous agreements and understandings.
  • Assignment — you may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of substantially all of our assets, on notice to you.
  • No waiver — our failure to enforce a provision is not a waiver of that or any other provision.
  • 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 reformed only to the extent necessary to make it enforceable.
  • Force majeure — neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, civil disturbance, government action, internet or telecommunications failures, and pandemics, provided that payment obligations are not excused.
  • No third-party beneficiaries — these Terms do not confer rights on any person other than you and us.
  • Notices — we may give notices to you by email to the address associated with your Account or by an in-app notice. You may give notices to us at legal@clustra.org.
  • Relationship — these Terms create an independent-contractor relationship; nothing in them creates a partnership, agency, joint venture, or employment relationship.

22. Contact

Legal: legal@clustra.org
Billing: billing@clustra.org
Privacy: privacy@clustra.org
Security: security@clustra.org

These Terms are provided for informational purposes and do not constitute legal advice. The contractual terms applicable to a specific customer may be modified by a written order form or negotiated agreement.

Terms of Service · Clustra