1.  About Clu and These Terms
 

1.1  Who We Are
Clu is a trading name of Included AI Limited, a company registered in England and Wales (Company Number: 13111292), with its registered office at Floor 3, Capital Tower Business Centre, Greyfriars Road, Cardiff, Wales, CF10 3AG.
You can contact us at:

• Email: hello@getaclu.io

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1.2  What Clu Does

Included AI Limited develops Clu, a software for analysing and modelling workforce architecture. The Platform ingests structural HR data provided by the Client, including but not limited to job specifications, reward and banding data, headcount, reporting lines, job titles, and department architecture, and applies proprietary non-generative AI modelling, the Clu Models, to produce diagnostic outputs.

The Platform does not make or recommend employment decisions and is not a system of record for employment data. Outputs are used by the Client to inform its own decisions relating to workforce structuring, operating model design, AI deployment planning, and capability planning.

The Platform also includes two optional modules that may be made accessible to employees of the Client:

• Career Pathways Module: allows employees of the Client to navigate a rebuilt organisational model via a web application, exploring personalised role adjacency and internal mobility options. Access requires a work email link. Completion of personally identifiable fields is not mandatory.

• Work Capture Forms: lightweight structured forms deployed to targeted individuals (in areas flagged by the Clu model as presenting structural risk) to gather information about actual work being performed. Access requires a work email link. Completion of personally identifiable fields is not mandatory.

​Professional services engagements, including change management, programme management, and transformation consultancy, are contracted separately under a Statement of Work and are governed by those documents in addition to these Terms.

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1.3  Nature of the Contract

These Terms apply to all access to and use of the Clu Platform by the Client and its Authorised Users. They take effect on the Effective Date set out in the applicable Order Form and remain in force until terminated in accordance with Section 12.
Where there is any conflict between these Terms and an Order Form or Statement of Work, the Order Form or Statement of Work shall prevail in respect of the specific matters it addresses, but these Terms shall otherwise govern.​

These Terms are between Clu and the Client organisation. Individual employees of the Client who access the Career Pathways Module or Work Capture Forms do so as authorised users of the Client; the Client bears responsibility for their access and use.

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2. Definitions

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In these Terms, the following words and phrases have the meanings set out below:​

• Admin User: An individual nominated by the Client to manage platform access, assign and revoke licences, and act as the primary point of contact with Clu.

• Authorised User: Any individual authorised by the Client to access the Platform, including Admin Users, Standard Users, and, where applicable, employees of the Client accessing the Career Pathways Module or Work Capture Forms.

• Career Pathways Module: The optional employee-accessible web application allowing employees of the Client to navigate a rebuilt organisational model and explore role adjacency and internal mobility options.

• Client: The organisation that has entered into an Order Form with Clu and is the counterparty to these Terms.

• Client Data: All data (including Structural HR Data and any other information) submitted, uploaded, or otherwise provided by or on behalf of the Client to the Platform.

• Confidential Information: All information of a confidential or proprietary nature disclosed by one party to the other in connection with these Terms, whether disclosed in writing, orally, or by any other means, and whether or not marked as confidential, including (without limitation) technical data, trade secrets, business plans, financial information, and Platform outputs. It does not include information that: (a) is or becomes publicly available other than through a breach of these Terms; (b) was already known to the receiving party at the time of disclosure, free of any obligation of confidence; (c) is independently developed by the receiving party without use of or reference to the disclosing party’s information; or (d) is received from a third party who is free to disclose it without restriction.

• Clu: Included AI Limited, trading as Clu (Company Number: 13111292).

• Clu Models: Clu's proprietary, non-generative AI models, benchmarks, and algorithms used to process Structural HR Data and produce Diagnostic Outputs, including role benchmark matching, structural pattern detection, capability gap modelling, AI augmentation scoring, and scenario modelling.

• Cyber Essentials: The UK government-backed Cyber Essentials certification scheme, to which Clu maintains current certification.

• Data Protection Legislation: The UK GDPR (as defined in section 3(10) of the Data Protection Act 2018), the Data Protection Act 2018, and any applicable EU GDPR provisions that continue to have effect, together with all applicable subordinate legislation, guidance, and codes of practice issued by the Information Commissioner's Office.

• Diagnostic Output: Any report, model, analysis, visualisation, or insight produced by the Platform through the application of Clu Models to Client Data.

• Documentation: Any user guides, technical specifications, onboarding materials, and security and compliance summaries made available to the Client by Clu.

• Effective Date: The date set out in the applicable Order Form from which these Terms take effect.

• Fees: The amounts payable by the Client as specified in the Order Form.

• Order Form: A written agreement (including electronic signature) between Clu and the Client specifying the scope of the engagement, Fees, term, and any special conditions.

• Platform: The Clu web-based application, including all features, modules, dashboards, models, APIs, and integrations made available to the Client under the applicable Order Form.

• Professional Services: Change management, programme management, transformation consultancy, or other advisory services delivered by Clu personnel and contracted under a separate Statement of Work.

• Statement of Work: A written document (including electronic signature) setting out the scope, deliverables, timelines, and commercial terms for a Professional Services engagement.

• Structural HR Data: Non-personally-identifiable organisational data submitted by the Client, including job specifications, reward and banding information, headcount data, reporting line structures, job titles, and department architecture. Clu does not require personal data for core analytical processing. Where personal data is submitted as part of Structural HR Data, the provisions of Section 7 apply.

• Work Capture Forms: Optional, targeted questionnaires deployed to specific employees in areas flagged by Clu Models as presenting structural risk, for the purpose of validating model outputs.

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3.  Licence and Platform Access
 

3.1  Licence Grant

Subject to the Client’s compliance with these Terms and payment of Fees, Clu grants the Client a non-exclusive, non-transferable licence, revocable only in accordance with Section 12, to access and use the Platform during the term of the applicable Order Form, solely for the Client’s internal business purposes as described in the Order Form.

This licence does not permit the Client to: (a) sublicence, resell, or otherwise make the Platform available to any third party other than Authorised Users; (b) use the Platform to develop or train a competing product or service; or (c) use the Platform in a manner inconsistent with these Terms or applicable law.

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3.2  Authorised Users
The Client is responsible for ensuring that only Authorised Users access the Platform and that all Authorised Users comply with these Terms. Licences are assigned to named individuals and may not be shared or transferred between individuals without Clu's prior written consent.The Client's Admin User is responsible for: (a) managing the assignment and revocation of licences; (b) ensuring all Authorised Users are aware of and comply with these Terms; and (c) promptly notifying Clu if any Authorised User's access should be revoked.

 

3.3  Employee-Accessible Modules
Where the Client activates the Career Pathways Module or Work Capture Forms, the following additional conditions apply:

• Access is granted via a link sent to the employee's work email address. The Client is responsible for distributing access links only to employees it has authorised to participate.

• Neither module requires the completion of personally identifiable fields. Employees interact with the module on an optional basis, and no coercive element should be applied.

• The Client acts as Data Controller in respect of any personal data that employees may voluntarily provide. The Client must ensure it has an appropriate lawful basis for this processing and has provided adequate transparency information to employees.

• Clu processes only the minimum data necessary to deliver the module functionality, acting as Data Processor on behalf of the Client in respect of any personal data submitted.

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3.4  Account Security

The Client must ensure that all Authorised Users: (a) use strong, unique passwords; (b) complete multi-factor authentication where enabled or required by Clu; and (c) treat access credentials as confidential and do not share them.
The Client must notify Clu immediately at accounts@getaclu.io if it suspects any unauthorised access to the Platform or compromise of any access credentials. Clu reserves the right to suspend access pending investigation of a suspected security incident.

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3.5  Platform Availability
Clu targets Platform availability of 99.5% in any calendar month, excluding scheduled maintenance windows (for which reasonable advance notice will be provided) and any unavailability caused by force majeure events or by the Client’s own systems or actions. This is a target, not a contractual commitment, and does not give rise to any right of termination or financial remedy unless otherwise agreed in writing in an Order Form.

Clu may update, modify, or discontinue features of the Platform at any time, provided that material reductions in core functionality are notified to the Client with at least 30 days' written notice. Clu does not guarantee that the Platform will be uninterrupted or error-free.

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4.  Client Obligations
 

4.1  General
The Client shall:

• Use the Platform only for lawful purposes and in accordance with these Terms;

• Ensure that Client Data submitted to the Platform is accurate, complete, and that the Client has the right to submit it;

• Not attempt to reverse-engineer, decompile, or otherwise derive the source code or underlying logic of the Platform or Clu Models;

• Not introduce viruses, malicious code, or any material that is harmful, unlawful, or disruptive to the Platform or other users;

• Not circumvent or attempt to circumvent any security or access control measures implemented by Clu;

• Comply with all applicable laws and regulations in connection with its use of the Platform;

• Maintain appropriate internal policies and controls to ensure responsible and ethical use of Diagnostic Outputs, including where those outputs inform decisions affecting employees.

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4.2  Workforce Decisions and AI Governance
Clu improves the quality, clarity, and evidential basis of the data available to the Client when making workforce decisions. It does not make those decisions, recommend a course of action, or solve the underlying organisational challenges that give rise to them. Diagnostic Outputs are analytical inputs to human decision-making processes, not conclusions, strategies, or directives. The existence of a Diagnostic Output does not imply that any particular action is warranted, appropriate, or lawful.

The Client is solely responsible for: (a) the interpretation of any Diagnostic Output; (b) the strategic agenda, plan, or course of action it chooses to develop or pursue on the basis of that interpretation; (c) the manner and pace of execution of any such agenda; and (d) all decisions affecting employees, structures, roles, or operations that are progressed using or informed by Platform outputs. Where Clu outputs are used to inform decisions that affect employees, including collective consultations, redundancy processes, or significant role changes, the Client is responsible for ensuring compliance with applicable employment law, including the Employment Rights Act 1996, TUPE regulations, and collective redundancy consultation obligations under the Trade Union and Labour Relations (Consolidation) Act 1992 (as amended). The limitations on Clu’s liability in respect of Diagnostic Outputs and workforce decisions are set out in Section 11.

The Client acknowledges that, where it operates in sectors or jurisdictions subject to the EU AI Act, the use of AI systems in workforce management contexts may constitute a high-risk AI use case. The Client is solely responsible for its own compliance with the EU AI Act and any equivalent or successor legislation. Clu does not warrant that the Client’s use of the Platform will satisfy any particular regulatory compliance obligation.

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4.3  Data Submission Standards
The Client is responsible for the quality and accuracy of Client Data. Clu's Diagnostic Outputs are derived from the data provided; materially inaccurate or incomplete data will produce materially inaccurate or incomplete outputs. Clu accepts no liability for the accuracy of outputs where they result from deficiencies in Client Data.​

The Client must ensure that any personal data included in Client Data submissions is minimised, pseudonymised, or anonymised to the greatest extent practicable before submission. Where personal data is unavoidably included, the Client must ensure it has a lawful basis for processing and has complied with its transparency obligations under Data Protection Legislation.

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5.  Fees, Payment, and Commercial Terms
 

5.1  Fees
The Client shall pay the Fees set out in the applicable Order Form in accordance with the payment terms specified therein.

Clu's standard payment terms are:

• •    Diagnostic engagements: 100% of the fee due on contract signature.

• •    Programme subscriptions: 50% on contract signature, 50% at the 6-month anniversary.

• •    Enterprise subscriptions: quarterly in advance, or annually.

All Fees are stated exclusive of VAT, which will be added at the applicable rate. Fees are payable in GBP unless otherwise agreed in the Order Form.

 

5.2  Late Payment

If any undisputed amount remains unpaid 30 days after the due date, Clu reserves the right to: (a) suspend the Client’s access to the Platform until payment is received; and (b) charge interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate, accruing daily from the due date until the date of actual payment, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

 

5.3  Pricing Changes

Clu may revise Fees at renewal. Any proposed increase will be notified to the Client in writing at least 45 days before the renewal date. If the Client does not accept the revised Fees, it may terminate the agreement in accordance with clause 12.2 before the renewal date takes effect.

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5.4  Taxes

The Client is responsible for all taxes, levies, or duties imposed on payments made under these Terms by any jurisdiction outside the United Kingdom. If any withholding tax is required by law, the Client shall gross up payments so that Clu receives the full amount it would have received in the absence of any such deduction.

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5.5  No Set-Off

All amounts payable under these Terms shall be paid in full without any deduction, withholding, or set-off, except as required by law or as expressly agreed in writing.

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6.  Intellectual Property
 

6.1  Clu's Intellectual Property

All intellectual property rights in the Platform, Clu Models, Documentation, and any materials developed by Clu (including all underlying code, algorithms, benchmarks, data compilations, methodologies, and proprietary tools) are and shall remain the exclusive property of Clu or its licensors. Nothing in these Terms transfers any intellectual property rights in the Platform, Clu Models, or Documentation to the Client.

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6.2  Client Data

All intellectual property rights in Client Data remain with the Client. The Client grants Clu a non-exclusive, royalty-free licence to use Client Data for the following purposes: (a) providing and operating the Platform services during the term; and (b) subject to clause 6.2(c) below, improving and refining Clu Models through the continual learning processes described in this clause.
Continual learning. The Platform incorporates a continual learning process by which Clu Models are refined over time using signals derived from Client Data and platform usage. This process operates as follows: (i) Client Data is anonymised and aggregated before being used in any model refinement; (ii) no Client Data is used in a form that identifies or is capable of identifying the Client or any individual; (iii) learnings derived from Client Data are incorporated into the shared Clu Models and cannot be disaggregated or attributed back to any individual client once incorporated. The processing of Client Data prior to anonymisation, for the purpose of producing anonymised inputs to the learning process, is carried out by Clu on the basis of its legitimate interests in improving the accuracy and quality of its platform, as documented in Clu’s Legitimate Interests Assessment, which is available to the Client on request. This continual learning feature is enabled by default, as it is the primary mechanism by which the quality of Diagnostic Outputs improves over time. The Client may disable this feature at any time through the Platform’s control panel. Clu will confirm disablement to the Client by email within five business days of the Client activating the opt-out. Disabling the feature will prevent future Client Data from contributing to model refinement; it does not affect learnings already incorporated into the models prior to the date of disablement, as those learnings exist only in aggregated, anonymised form and cannot be extracted or reversed. The licence granted in clause 6.2(b) in respect of model improvement survives termination of these Terms to the extent necessary to preserve model learnings already incorporated at the date of termination.

Restrictions. Clu will not: (a) use Client Data to train or improve any AI model operated by or for a third party; (b) sell, rent, or otherwise commercialise Client Data; or (c) disclose Client Data to any third party except as set out in the Data Processing Agreement or as required by applicable law. For the avoidance of doubt, the continual learning process described above operates solely within Clu’s own proprietary model infrastructure and does not involve disclosure of Client Data to any external party.

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6.3  Diagnostic Outputs

Diagnostic Outputs produced through the Platform are licensed to the Client for internal business purposes. The Client may share Diagnostic Outputs with its boards, leadership teams, trade unions, regulators, and professional advisers in connection with legitimate workforce planning or governance activities. The Client must not: (a) commercialise Diagnostic Outputs or make them available to third parties for commercial purposes; (b) present Diagnostic Outputs in any external or formal context — including board papers, regulatory submissions, or union consultations — without acknowledging that the analysis was produced using third-party analytical software; or (c) use Diagnostic Outputs in a manner that infringes applicable law.

 

6.4  Feedback

If the Client provides Clu with feedback, suggestions, or ideas regarding the Platform, Clu may use such feedback freely and without restriction or attribution. The Client grants Clu a perpetual, irrevocable, royalty-free licence to use such feedback for any purpose.

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6.5  Trade Marks
The Client must not use Clu's trade marks, logos, or branding without Clu's prior written consent. Reference to Clu as a technology partner in board-level or external materials requires written approval from Clu.

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7.  Data Protection
 

7.1  Scope 

The parties acknowledge that Clu's processing activities under these Terms fall into three distinct categories, each with a different data protection basis: (a) Core platform processing: the ingestion of Structural HR Data and production of Diagnostic Outputs. This processing involves primarily non-personal, structural organisational data. Clu does not require personal data for this purpose, and the Client is strongly advised not to submit personal data as part of Structural HR Data. To the extent any personal data is included in Client Data submitted for core platform purposes, Clu acts as Data Processor on the Client’s instructions and the parties shall execute Clu’s standard Data Processing Agreement, which forms part of these Terms by reference and is available on request; (b) Employee module processing: where the Client activates the Career Pathways Module or Work Capture Forms, employees of the Client may voluntarily submit personal data through those modules. The Client acts as Data Controller for that processing; Clu acts as Data Processor. The Data Processing Agreement applies; (c) Continual learning processing: as described in clause 6.2, Clu operates a continual learning process using anonymised and aggregated derivatives of Client Data to improve Clu Models. Where data used in this process meets the ICO’s standard for true anonymisation, such that re-identification of any individual or the Client is not reasonably practicable, it falls outside the scope of Data Protection Legislation and Clu processes it as its own Data Controller for the purpose of internal AI model development. Clu is responsible for maintaining and documenting the anonymisation standard applied and for ensuring it remains sufficient.

Nothing in this Section 7 limits the obligations set out in any executed Data Processing Agreement, which shall prevail in the event of conflict with these Terms in respect of personal data processing.

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7.2  Client's Obligations as Data Controller
Where the Client acts as Data Controller, the Client shall:

• Ensure it has a lawful basis for any processing of personal data undertaken using or in connection with the Platform, including any use of the Career Pathways Module or Work Capture Forms;

• Provide appropriate privacy notices to employees and other data subjects, informing them of the processing, its purposes, and their rights

• Process personal data only for the purposes set out in these Terms and comply fully with the Data Protection Legislation;

• Respond promptly and completely to all data subject rights requests (access, rectification, erasure, portability, restriction, objection) within the statutory timeframes;

• Notify Clu immediately upon becoming aware of any personal data breach that involves data processed using or in connection with the Platform.

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7.3  Clu's Obligations as Data Processor
Where Clu acts as Data Processor, Clu shall:

• Process personal data only on documented instructions from the Client, unless required to do so by applicable law;

• Implement and maintain appropriate technical and organisational security measures to protect personal data against unauthorised access, loss, or destruction, having regard to the state of the art, the costs of implementation, and the nature, scope, context, and purposes of processing, consistent with Clu’s obligations under Data Protection Legislation and its current Cyber Essentials certification;

• Ensure that persons authorised to process the personal data are subject to appropriate confidentiality obligations;

  Assist the Client in responding to data subject rights requests and in complying with its obligations under Data Protection Legislation, including by providing information reasonably required for Data Protection Impact Assessments;

• Host and process all Client Data within the United Kingdom. Clu does not transfer Client Data outside the UK. In the event that Clu proposes to change its hosting arrangements in a way that would result in Client Data being processed outside the UK, Clu will notify the Client in writing at least 30 days in advance, and the parties will agree appropriate transfer safeguards before any such transfer takes place;

• Notify the Client without undue delay, and in any event within 48 hours of becoming aware of a personal data breach affecting Client Data, so as to enable the Client to comply with its own statutory notification obligations to the ICO and, where applicable, to data subjects. This obligation is to the Client only and does not alter the statutory 72-hour notification window that applies as between the Client (as Data Controller) and the ICO.

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7.4  Sub-processing

Clu may engage sub-processors in connection with its platform services. An up-to-date list of sub-processors is maintained in Clu’s Documentation and made available on request. Clu will provide at least 30 days’ written notice of any material change to its sub-processor arrangements and shall impose data protection obligations on all sub-processors equivalent to those in this Section 7. Where a material change to sub-processor arrangements is notified, Clu may require Authorised Users to review and confirm acceptance of the updated arrangements before continuing to use the Platform. If a Client objects to a proposed sub-processor change within the notice period, the parties shall discuss in good faith. If the parties are unable to agree within the notice period, either party may terminate the relevant Order Form on 30 days’ written notice without penalty.

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7.5  Non-Generative AI Commitment

Clu Models do not use generative AI. They produce deterministic, reproducible outputs derived from structured input data measured against proprietary benchmarks. All outputs are traceable to the underlying data and can be independently audited. Where Clu introduces any generative AI capability as an optional feature in the future, this will be clearly disclosed to the Client in advance, made subject to separate consent, and operated under strict data minimisation and anonymisation protocols.​

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8.  Confidentiality 
 

8.1  Obligations

Each party agrees to: (a) keep the other party's Confidential Information strictly confidential; (b) not disclose it to any third party without the disclosing party's prior written consent; (c) use it only for the purposes of these Terms; and (d) protect it using at least the same degree of care as it applies to its own confidential information, but in any event no less than reasonable care.

 

8.2  Permitted Disclosures
A receiving party may disclose Confidential Information: (a) to its employees, officers, advisers, or contractors who have a genuine need to know it for the purposes of these Terms and who are bound by confidentiality obligations no less stringent than these; or (b) to the extent required by applicable law, a court order, or a regulatory body, provided the receiving party gives the disclosing party as much advance written notice as practicable and co-operates with any steps to limit disclosure.

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8.3  Duration
The obligations in this Section 8 shall survive termination of these Terms for a period of five (5) years. In respect of trade secrets, the obligations shall continue indefinitely.

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8.4  Client Confidentiality regarding Diagnostic Outputs
The Client acknowledges that Diagnostic Outputs constitute Confidential Information of both the Client (as they reflect Client Data) and, in respect of methodology, of Clu. The Client shall implement reasonable controls to prevent unauthorised disclosure of Diagnostic Outputs, including where they are shared with boards, unions, or regulators in accordance with clause 6.3..

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9.  Security

9.1  Clu's Security Commitments
Clu maintains the following security standards and certifications:

• Cyber Essentials certification (current), covering network firewalls, secure configuration, user access controls, malware protection, and patch management.

• Information security controls built to the standard of ISO 27001 (Information Security Management), covering risk assessment, access control, incident management, and business continuity. Clu’s AI governance practices are maintained in accordance with ISO 42001 (AI Management Systems), as further described in Clu’s AI Transparency Statement.

• Regular security assessments, penetration testing, and vulnerability management.

Clu processes all personal data in accordance with applicable Data Protection Legislation, as further described in Section 7. Clu’s Compliance and Security Summary is available on request.​

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9.2  Client's Security Responsibilities
The Client is responsible for:

• Ensuring that devices and systems used to access the Platform meet reasonable security standards, including up-to-date operating systems, endpoint protection, and patch management;

• Implementing appropriate access controls within the Client's own organisation to limit access to the Platform to Authorised Users;

• Reporting any actual or suspected security incidents involving the Platform or Client Data to Clu at security@getaclu.io without undue delay.

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9.3  Incident Response
In the event of a security incident affecting the Platform or Client Data, Clu will: (a) investigate promptly; (b) notify the Client without undue delay; (c) take reasonable steps to contain and mitigate the incident; and (d) co-operate with the Client in any regulatory notifications or response activities required.

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10.  Warranties and Representations
 

10.1  Clu's Warranties
Clu warrants that:

• It has the right and authority to enter into these Terms and to grant the licences described herein;

• The Platform will perform materially in accordance with the Documentation during the term of the applicable Order Form;

• It will provide the Platform in a professional and workmanlike manner using personnel with appropriate skills and experience;

• It maintains compliance with applicable regulatory and industry standards relevant to the provision of the Platform, including those described in Section 9.1, and will notify the Client promptly if any material compliance standard is no longer met;

• The Platform does not, to Clu's knowledge, infringe the intellectual property rights of any third party.

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10.2  Client's Warranties
The Client warrants and represents that:

• It has the authority to enter into these Terms and to provide Client Data to Clu for the purposes described herein;

• Client Data does not infringe the intellectual property or other rights of any third party;

• Its use of the Platform and Diagnostic Outputs will comply with all applicable laws and regulations, including employment law, data protection law, and any applicable AI governance requirements;

• It will seek appropriate legal advice before progressing any workforce restructuring, redundancy process, or significant employment decision informed by Diagnostic Outputs, and will not rely solely on Diagnostic Outputs as the basis for any such decision.

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10.3  Disclaimer
Except as expressly set out in these Terms, the Platform and all Diagnostic Outputs are provided on an ‘as is’ basis. Clu does not warrant that the Platform will be error-free or uninterrupted, or that Diagnostic Outputs will be complete, accurate, or suitable for any particular purpose. All implied warranties, conditions, and representations (including as to merchantability, fitness for purpose, and non-infringement) are excluded to the fullest extent permitted by law.

Diagnostic Outputs provide a model of the organisation derived from Client Data. They are evidence to inform thinking — not answers, conclusions, or recommended actions. They are not legal, financial, HR, or regulatory advice. Clu expressly disclaims all liability for: (a) any interpretation placed on a Diagnostic Output by the Client or any third party; (b) any strategy, agenda, plan, or programme developed using or informed by a Diagnostic Output; (c) any decision executed without the level of human oversight, legal review, expert input, or procedural rigour appropriate to the nature and consequence of that decision; and (d) any outcome — whether to the Client, its employees, or any third party — arising from action taken, or not taken, on the basis of Platform outputs. The more consequential the decision, the greater the obligation on the Client to apply independent expert judgement, legal advice, and appropriate human oversight before acting. Clu’s platform increases the quality of the information available to decision-makers; it does not reduce or transfer the decision-maker’s responsibilities.

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11.  Limitation of Liability

11.1  Uncapped Liabilities
Nothing in these Terms limits or excludes either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be limited or excluded by law.

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11.2  Cap on Liability
Subject to clause 11.1, the total aggregate liability of either party to the other under or in connection with these Terms — whether in contract, tort (including negligence), breach of statutory duty, or otherwise — shall not exceed the greater of: (a) the total Fees paid or payable by the Client in the 12-month period immediately preceding the event giving rise to the claim; or (b) the total Fees paid under the most recent Order Form in force at the time of the event giving rise to the claim. This floor ensures that the cap is not reduced to zero or a nominal amount where a claim arises outside an active subscription period following a fixed-fee Diagnostic engagement..

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11.3  Excluded Losses
Subject to clause 11.1, neither party shall be liable to the other for any of the following losses, whether direct or indirect and whether or not foreseeable: loss of profits; loss of revenue; loss of business or contracts; loss of anticipated savings; loss or corruption of data; loss of goodwill; business interruption; or any indirect or consequential loss or damage. Where a party seeks to recover regulatory fines or penalties from the other party, such claims shall not be excluded under this clause but shall be subject to the aggregate liability cap set out in clause 11.2, and only to the extent that the fine or penalty was directly and demonstrably caused by the other party’s breach of these Terms..

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11.4  Client's Responsibility for Workforce Decisions
The Client explicitly acknowledges and agrees that: (a) Clu is not a party to, and accepts no liability in respect of, any employment, workforce, operational, or strategic decision made by the Client; (b) the Client is solely responsible for the legal, procedural, and ethical validity of any decision informed by Diagnostic Outputs, including any decision that affects individual employees, is subject to collective consultation obligations, or carries regulatory or legal consequence; (c) no Diagnostic Output constitutes a recommendation to act, and the Client must not act on any Platform output without the degree of human oversight, verification, expert review, and procedural rigour appropriate to the nature, scale, and consequence of the intended action; and (d) Clu accepts no liability for any loss, damage, liability, regulatory sanction, employment claim, or other consequence arising from any interpretation of Diagnostic Outputs or any strategy, restructure, redundancy programme, operating model change, or AI deployment decision progressed by the Client, whether or not such action was consistent with or supported by the Diagnostic Outputs.