1. Introduction and Acceptance
1.1 Agreement
These Terms and Conditions of Use ("Terms") govern your access to and use of the Blueclip platform, including all associated software, tools, dashboards, APIs, AI agents, integrations, and documentation (collectively, the "Platform"), provided by the Provider identified in clause 1.2.
1.2 Contracting Entity
If the Subscriber is located in the European Economic Area (EEA) or the United Kingdom, these Terms are entered into with Blueclip Limited, a company registered in Ireland with its registered office at 136 Capel Street, Dublin, D01 T2C9, Ireland. For all other Subscribers, these Terms are entered into with x2i Inc., 711 S Dearborn, Chicago, IL 60605, USA. "Provider," "we," "our," or "us" refers to the applicable contracting entity.
1.3 Acceptance
By accessing, browsing, or using the Platform, you ("User," "you," or "your") confirm that you have read, understood, and agree to be bound by these Terms. If you are accessing the Platform on behalf of an organization, you represent that you have authority to bind that organization to these Terms.
1.4 Relationship to Master Services Agreement
Access to the Platform is ordinarily provided pursuant to a Master Services Agreement ("MSA") or Order Form between Provider and an authorized partner or client ("Subscriber"). These Terms supplement but do not replace the MSA. In the event of a conflict between these Terms and the MSA, the MSA shall prevail as between Provider and Subscriber. These Terms govern the User's individual use of the Platform.
1.5 Privacy and Cookies
Our processing of personal data is described in our Privacy Policy, and our use of cookies and similar technologies is described in our Cookie Policy. Both are available on our website and form part of your use of the Platform. In the event of any conflict between these Terms and the Privacy Policy regarding the processing of personal data, the Privacy Policy and the applicable Data Processing Agreement shall prevail.
1.6 Demo and Evaluation Access
Provider may grant temporary access to the Platform for demonstration or evaluation purposes ("Demo Access") without requiring an MSA. Demo Access is provided using Provider's sample or anonymized data sets ("Golden Data") and is subject to the following conditions:
1.7 Eligibility
You must be at least eighteen (18) years of age and have the legal capacity to enter into binding agreements. The Platform is a business-to-business service and is not directed to consumers or to individuals under eighteen (18).
2. Definitions
In these Terms, the following words have the meanings set out below:
"Authorized User" means an individual granted access credentials by the Subscriber or Provider to use the Platform.
"API" means the application programming interface made available by Provider that allows software applications to interact with the Platform, including related documentation, credentials, and access keys.
"Content" means all text, data, files, images, dashboards, reports, KPIs, configurations, and other materials displayed on or generated by the Platform.
"Controller" means the entity that determines the purposes and means of processing Personal Data, typically the Subscriber, as defined under the GDPR.
"Cookies" means small text files placed on your device to store information about your session, preferences, or usage patterns, as further described in our Cookie Policy.
"Data Processing Agreement or DPA" means the agreement between Provider and Subscriber governing the processing of Personal Data, as required by applicable data protection laws.
"GDPR" means Regulation (EU) 2016/679 (the EU General Data Protection Regulation) and, where applicable, the UK GDPR and the Data Protection Act 2018.
"Master Services Agreement or MSA" means the master services agreement entered into between Provider and Subscriber that governs the provision of the Platform, together with all Statements of Work, Order Forms, schedules, exhibits, and amendments incorporated by reference.
"Personal Data" means any information relating to an identified or identifiable natural person, as defined by applicable data protection laws including the GDPR.
"Processor" means the entity that processes Personal Data on behalf of the Controller, typically Provider, as defined under the GDPR.
"Subscriber" means the organization that has entered into an MSA or Order Form with Provider and under whose account you access the Platform.
"User Data" means any data uploaded to, entered into, or generated through the Platform by or on behalf of a User or Subscriber, including Customer Data as defined in the MSA.
3. Account Registration and Access
3.1 Account Credentials
Access to the Platform requires unique login credentials assigned to each Authorized User. You are responsible for maintaining the confidentiality of your credentials and for all activities that occur under your account. Sharing of credentials between Users is prohibited.
3.2 Account Security
You agree to: (i) keep your password confidential; (ii) use a strong password; (iii) immediately notify Provider at support@blueclip.ai if you become aware of any unauthorized use of your account or any security breach; and (iv) log out at the end of each session when accessing the Platform from a shared or public device.
3.3 Multi-Factor Authentication
Provider may require multi-factor authentication (MFA) for access to the Platform. Where MFA is enabled, Users shall comply with the applicable authentication procedures.
3.4 Account Suspension
Provider reserves the right to suspend or disable any User account without prior notice if Provider reasonably believes the account has been compromised, is being used in violation of these Terms, or poses a security risk.
4. Licence and Use Rights
4.1 Licence Grant
Subject to these Terms and the applicable MSA, Provider grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable, and conditional right to access and use the Platform solely for the Subscriber's internal business purposes during the term of the Subscriber's MSA.
4.2 Restrictions
Except as expressly permitted, you shall not: (i) sublicense, sell, resell, transfer, or distribute access to the Platform; (ii) use the Platform for the benefit of any third party other than the Subscriber; (iii) access the Platform to build a competing product or service; (iv) remove or obscure any proprietary notices; or (v) access the Platform through any means other than the interfaces provided by Provider.
5. Acceptable Use Policy
5.1 Prohibited Conduct
You agree not to:
5.2 Rate Limits and Fair Use
Provider may impose rate limits, usage caps, or fair-use policies to maintain performance and availability for all Users, with reasonable notice. Excessive usage that degrades the Platform for other Users may result in temporary throttling or suspension.
5.3 Monitoring
Provider may monitor Platform usage for compliance, security, and service improvement, including logging of access events, API calls, feature usage, and error conditions. Provider will not monitor the content of User Data except as necessary to provide the service or as required by law.
6. User Content and Data
6.1 Ownership
As between Provider and User, User Data remains the property of the Subscriber. Provider acquires no ownership rights in User Data by virtue of providing the Platform.
6.2 Licence to Provider
By uploading User Data to the Platform, you grant Provider a non-exclusive, worldwide licence to host, store, process, display, and transmit such data solely as necessary to provide and improve the Platform. This licence terminates when User Data is deleted from the Platform in accordance with Section 21.
6.3 Anonymized and Aggregated Data
Provider may create anonymized, aggregated, and de-identified data derived from User Data ("Aggregated Data") and may use it for its own business purposes, including improving the Platform, generating benchmarking insights, and publishing industry analyses. Aggregated Data shall be processed such that it cannot reasonably be used to identify any individual, Subscriber, or their clients, consistent with the GDPR.
6.4 Data Accuracy
You are responsible for the accuracy, quality, legality, and integrity of User Data. Provider is not responsible for the content of User Data and is entitled to rely on it as accurate and complete.
6.5 Prohibited Data
Unless expressly authorized under the MSA, you shall not upload: (i) payment card data subject to PCI DSS; (ii) special categories of personal data under Article 9 GDPR, unless an appropriate legal basis is established by the Subscriber; (iii) government-classified information; or (iv) data the processing of which would violate applicable law.
7. Personal Data and Privacy
7.1 Roles
For the purposes of applicable data protection laws, the Subscriber is the Controller of Personal Data processed through the Platform and Provider is the Processor, processing such Personal Data solely on the Subscriber's documented instructions as set out in the DPA. Where Provider acts as controller of its own account, authentication, usage, and communication data, it does so as described in the Privacy Policy.
7.2 Privacy Policy and DPA
Personal Data is processed in accordance with our Privacy Policy and the applicable Data Processing Agreement, which set out the categories of data, purposes and legal bases, international transfers, subprocessors, data subject rights, and retention. Those documents govern all matters relating to the processing of Personal Data; this Section does not repeat or replace them.
7.3 Children
The Platform is a business service not intended for individuals under sixteen (16), and account holders must be at least eighteen (18). We do not knowingly collect Personal Data from children and will delete it if we become aware we have.
8. Cookies
The Platform and our website use cookies and similar technologies as described in our Cookie Policy. In the EEA and UK, non-essential cookies are set only after you provide consent through our cookie consent banner. Strictly necessary cookies do not require consent, and blocking them may impair functionality.
9. Data Security
9.1 Security Measures
Provider implements and maintains administrative, technical, and physical security measures designed to protect User Data and Personal Data, including industry-standard encryption in transit and at rest; role-based access controls; regular vulnerability assessments and penetration testing; multi-factor authentication for privileged access; automated monitoring and alerting; network segmentation and firewall protections; and regular security awareness training for personnel.
9.2 Compliance Standards
Provider maintains an information security program aligned with recognized security frameworks and holds security certifications where applicable. Compliance documentation is available to Subscribers upon reasonable written request under appropriate confidentiality protections.
9.3 Personal Data Breach Notification
In the event of a personal data breach affecting Personal Data or User Data, Provider shall notify the Subscriber without undue delay after becoming aware of the breach and within the period required by applicable law or the DPA, provide a description of its nature, the categories and approximate number of records affected, the measures taken to address and mitigate it, and cooperate with the Subscriber in fulfilling any notification obligations under applicable law, including Articles 33 and 34 GDPR.
9.4 Infrastructure
For EEA and UK Subscribers, the Platform is hosted on enterprise-grade cloud infrastructure located within the European Economic Area, with automated backups, redundancy, and disaster-recovery capabilities. Specific hosting details and data-residency options are set out in the MSA.
9.5 Your Security Responsibilities
You are responsible for maintaining the security of your credentials, ensuring devices used to access the Platform are adequately protected, promptly reporting suspected incidents, and complying with security policies communicated by Provider or the Subscriber.
10. Intellectual Property
10.1 Provider IP
The Platform, including all source code, algorithms, AI models, data structures, user-interface designs, documentation, trade secrets, and all related intellectual property rights, is and remains the sole property of Provider. Nothing in these Terms transfers ownership of any intellectual property to you or the Subscriber.
10.2 Feedback
If you provide suggestions, feature requests, bug reports, or other feedback ("Feedback"), Provider may freely use and commercialize such Feedback without obligation or compensation. To the extent permitted by applicable law, you irrevocably assign all rights in Feedback to Provider.
10.3 Trademarks
The Blueclip name, logo, and related marks are trademarks of Provider. You may not use them without prior written consent.
10.4 AI System Components
Except for User Data, Provider retains all rights in the prompts, agent configurations, orchestration logic, workflows, retrieval strategies, embeddings, reasoning pipelines, model configurations, and other AI system components used to generate outputs. No rights in these components are granted to you or the Subscriber except the limited right to use the resulting outputs as permitted under these Terms and the MSA.
11. AI Agents and Machine Learning
11.1 AI-Powered Features
The Platform includes AI-powered agents and machine-learning models that may automate data analysis and anomaly detection, generate insights, recommendations, forecasts, and KPI calculations, create dashboards and reports, and assist with workflow automation and decision support.
11.2 No Guarantee of Accuracy
AI outputs are generated by machine-learning models and may contain errors, biases, or inaccuracies. Provider does not warrant that any AI-generated output will be accurate, complete, current, or suitable for any particular purpose. AI outputs are intended to support, not replace, professional judgment, and should not be treated as statements of fact without independent verification.
11.3 Human Oversight
The Platform provides recommendations and operational insights but does not make solely automated decisions producing legal or similarly significant effects on individuals. You must review AI-generated outputs with qualified personnel before relying on them for business decisions and are solely responsible for decisions made on that basis.
11.4 Model Training
Provider may use Aggregated Data (as defined in Section 6.3) to improve Provider's machine-learning models and Platform capabilities. Provider will not use identifiable User Data or Personal Data for model training unless the Subscriber expressly instructs or consents. We require AI providers to process Customer Business Data solely for providing the requested services and not to train their general-purpose models, subject to the terms of our agreements with those providers.
11.5 AI Transparency
Where practicable, the Platform will indicate when content has been generated or significantly assisted by AI. Users should treat Platform-generated insights as AI-assisted unless stated otherwise.
12. Platform Availability and Support
12.1 Availability
Provider shall use commercially reasonable efforts to maintain Platform availability. Specific uptime targets are set out in the MSA. Provider does not guarantee uninterrupted or error-free access.
12.2 Planned Maintenance
Provider may perform scheduled maintenance that temporarily affects availability, with at least forty-eight (48) hours' advance notice, except for emergency maintenance addressing security vulnerabilities or critical failures.
12.3 Support
Technical support is provided to Subscribers in accordance with the MSA. Individual Users should contact their Subscriber's designated administrator. For urgent security issues, Users may contact Provider at support@blueclip.ai.
13. Third-Party Integrations
13.1 Integration Services
The Platform may integrate with third-party systems, including ERP, WMS, TMS, CRM, and other enterprise applications. Provider is not responsible for the availability, accuracy, performance, or security of any third-party service.
13.2 Third-Party Terms
Your use of third-party integrations may be subject to additional terms imposed by the third-party provider, for which you are responsible. Provider shall not be liable for data loss, errors, or disruptions caused by third-party outages or changes.
13.3 API Credentials
Where integrations require API credentials for third-party systems, you are responsible for providing valid credentials and maintaining their security. Provider shall store third-party credentials securely and use them solely to operate the integration.
14. Fees and Payment
Fees for access to the Platform are governed by the MSA or Order Form between Provider and the Subscriber. Individual Users are not separately charged unless otherwise agreed in writing. Billing questions should be directed to the Subscriber's account administrator.
15. Confidentiality
15.1 Confidential Information
You may have access to confidential and proprietary information belonging to Provider, the Subscriber, or the Subscriber's clients, including business data, KPIs, supply-chain metrics, financial information, and operational data. You agree not to disclose, reproduce, or use such information except as authorized by the Subscriber and necessary for your use of the Platform.
15.2 Platform Features
You shall not disclose or publicize the specific features, functionality, performance benchmarks, or pricing of the Platform without Provider's prior written consent.
15.3 Survival
Confidentiality obligations shall survive termination for three (3) years, or for as long as the information remains a trade secret, whichever is longer.
16. Disclaimers
16.1 As-Is Basis
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," AND PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THIS DOES NOT EXCLUDE ANY WARRANTY OR LIABILITY THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
16.2 AI Outputs
PROVIDER DOES NOT WARRANT THAT AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE. USERS MUST EXERCISE INDEPENDENT PROFESSIONAL JUDGMENT BEFORE RELYING ON AI OUTPUTS.
16.3 Third-Party Services
PROVIDER MAKES NO WARRANTIES REGARDING THIRD-PARTY SERVICES INTEGRATED WITH THE PLATFORM.
16.4 No Professional Advice
NOTHING IN THE PLATFORM CONSTITUTES LEGAL, FINANCIAL, ACCOUNTING, TAX, OR OTHER PROFESSIONAL ADVICE.
17. Limitation of Liability
17.1 Exclusion of Indirect Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM.
17.2 Cap on Liability
PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE FEES PAID BY THE SUBSCRIBER TO PROVIDER UNDER THE APPLICABLE MSA DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
17.3 Uncapped Matters
Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct, or under mandatory provisions of applicable data protection law.
17.4 Enhanced Cap for Data Security
For claims arising from Provider's breach of its data-security obligations under Section 9, Provider's aggregate liability shall not exceed two (2) times the fees paid by the Subscriber to Provider under the applicable MSA during the twelve (12) months preceding the event giving rise to liability. This enhanced cap replaces, and does not stack with, the cap in 17.2 for such claims.
17.5 Essential Purpose
The limitations in this Section shall apply even if any limited remedy fails of its essential purpose, to the extent permitted by applicable law.
18. Indemnification
To the extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Provider, its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (i) your violation of these Terms; (ii) your misuse of the Platform; (iii) your violation of any applicable law or regulation; (iv) any User Data you upload that infringes third-party rights; or (v) your reliance on AI-generated outputs without appropriate human validation.
Any indemnity provided by Provider, including in respect of third-party claims that the Platform infringes intellectual property rights, is set out in the applicable MSA.
19. Term and Termination
19.1 Term
These Terms are effective upon your first access to the Platform and remain in effect for as long as you have an active account or access.
19.2 Termination by Provider
Provider may suspend or terminate your access without prior notice if: (i) you breach these Terms; (ii) the Subscriber's MSA terminates or expires; (iii) the Subscriber requests revocation; (iv) required by law; or (v) your account poses a security risk.
19.3 Termination by User
You may stop using the Platform at any time. To request deletion of your account, contact your Subscriber's administrator or Provider at support@blueclip.ai.
20. Effects of Termination
20.1 Access Revocation
Upon termination, your right to access and use the Platform ceases immediately, and Provider may disable your account and delete your credentials.
20.2 Surviving Provisions
Sections 6, 7, 9, 10, 11, 15, 16, 17, 18, 21, 22, and 27 shall survive termination of these Terms.
21. Data Retention and Deletion
21.1 Retention of User Data
User Data is retained for the duration of the Subscriber's MSA. Upon termination or expiration, Provider shall retain User Data for a limited period specified in the MSA to allow the Subscriber to export data, after which Provider shall securely delete or anonymize it unless retention is required by law.
21.2 Retention of Personal Data
Personal Data is retained only as long as necessary for the purposes for which it was collected, or as required by applicable law, as described in the Privacy Policy. Usage information is aggregated or pseudonymized where possible.
21.3 Deletion Requests
To request deletion of your Personal Data, contact privacy@blueclip.ai. Provider will respond within the timeframe required by the GDPR. Certain data may be retained where required by law or for legitimate business interests, such as audit logs for security purposes.
21.4 Backup Copies
Deleted data may persist in encrypted backup systems for a limited period before being permanently purged. Backup data is not actively used and is subject to the same security protections as live data.
22. Export Control and Sanctions
You shall not access, use, or export the Platform in violation of any export control laws or economic sanctions administered by the United States, the European Union, Ireland, the United Kingdom, or other applicable authorities. You represent that you are not located in, and will not use the Platform from, any territory subject to comprehensive sanctions, and that you are not a person or entity with whom dealings are prohibited under such laws.
23. Open-Source Components
The Platform may include open-source software components that are licensed under their own separate terms. Where an open-source component's licence conflicts with these Terms, the open-source licence governs solely with respect to that component. A list of relevant open-source components and their licences is available upon reasonable request.
24. Audit
You may not audit, penetration-test, or conduct any security or vulnerability assessment of the Platform except as expressly agreed with Provider in writing. Provider makes compliance documentation available to Subscribers under Section 9.2 in lieu of direct audit rights, except where mandatory rights apply under the DPA or applicable law.
25. Beta and Preview Features
Provider may make beta, preview, or experimental features available from time to time. Such features are provided "as is," may be changed or discontinued at any time without notice, are excluded from any service-level or support commitments, and may be subject to additional terms notified at the time of access.
26. Modifications to Terms
26.1 Right to Modify
Provider may update or modify these Terms. The "Last Updated" date will reflect the most recent revision.
26.2 Notice of Material Changes
For material changes, Provider shall provide at least thirty (30) days' advance notice via the Platform, email, or other reasonable means. Material changes include modifications to data-processing practices, security measures, liability provisions, or User rights.
26.3 Acceptance
Continued use of the Platform after the effective date of any modification constitutes acceptance. If you do not agree, you must stop using the Platform before the effective date and request account deletion.
27. Governing Law and Dispute Resolution
27.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of Ireland, without regard to its conflict-of-laws principles.
27.2 Jurisdiction
Any dispute arising out of or relating to these Terms shall first be submitted to good-faith negotiation between the parties. If not resolved within thirty (30) days, the courts of Ireland shall have exclusive jurisdiction to settle the dispute, and the parties irrevocably submit to that jurisdiction.
27.3 Injunctive Relief
Nothing in this Section prevents Provider from seeking injunctive or other equitable relief in any court of competent jurisdiction to prevent or restrain a breach of these Terms, including unauthorized access to the Platform or misuse of intellectual property.
28. General Provisions
28.1 Entire Agreement
These Terms, together with the Privacy Policy, Cookie Policy, and (where applicable) the MSA and DPA, constitute the entire agreement between you and Provider regarding your use of the Platform. As between Provider and the Subscriber, the MSA prevails.
28.2 Severability
If any provision is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
28.3 Waiver
No failure or delay by Provider in exercising any right shall constitute a waiver of that right.
28.4 Assignment
You may not assign or transfer your rights or obligations without Provider's prior written consent. Provider may assign these Terms in connection with a merger, acquisition, or sale of assets.
28.5 Force Majeure
Provider shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, power failures, internet outages, large-scale cyber incidents, and outages or failures of cloud, hosting, or AI providers.
28.6 Notices
Provider may send notices via the Platform, the email associated with your account, or other reasonable means. You may send notices to Provider at legal@blueclip.ai.
28.7 Contact
If you have questions about these Terms, please contact:
Blueclip Limited
136 Capel Street, Dublin, D01 T2C9, Ireland
Email: legal@blueclip.ai | Privacy: privacy@blueclip.ai | Support: support@blueclip.ai
Website: https://blueclip.ai