Last updated: June 2026
These Terms of Service ("Terms") govern your use of Cadivra ("the Platform"), operated by Cadivra Limited, a company registered in England and Wales (company number 17130844) ("we", "us", "our"). "You" and "your" refer to the business entity or individual entering into these Terms ("Customer").
By creating an account or using the Platform, you agree to these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity.
These Terms, together with our Privacy Policy, Data Processing Addendum ("DPA"), Acceptable Use Policy ("AUP"), and any applicable Order Form, constitute the Agreement. In the event of conflict: (i) Order Form; (ii) DPA; (iii) these Terms; (iv) AUP.
Cadivra provides a software platform that enables users to:
We may modify or improve the Platform at any time with reasonable notice of material changes. If a change materially reduces core functionality during your paid term, you may terminate per Clause 11.
The Platform is hosted within the European Union. You acknowledge that the Platform requires internet connectivity and availability may be subject to factors outside our reasonable control.
You must:
You are responsible for all activity on your account.
You must notify us immediately at [email protected] if you become aware of any unauthorised use. We will not be liable for loss from unauthorised use where you failed to keep credentials secure.
Your use is subject to our Acceptable Use Policy. You agree not to use Cadivra:
You are solely responsible for ensuring compliance with applicable laws, including data protection and electronic marketing laws.
We may suspend or terminate accounts in breach and remove offending content without prior notice.
Cadivra does not send emails directly on your behalf. Emails are sent via your connected third-party provider. You are responsible for:
We are not responsible for:
Services you connect to Cadivra (e.g. an email provider such as Microsoft 365 or Google Workspace, or a CRM such as HubSpot) are independent services selected and controlled by you. They are not Cadivra sub-processors and are subject to your own agreements with those providers. You are responsible for your configuration of, and the permissions you grant to, any connected service.
6.1 Cadivra IP. The Platform, including all software, algorithms, AI models, user interfaces, designs, documentation, and APIs ("Cadivra IP"), are and shall remain the exclusive property of Cadivra Limited or its licensors. Nothing in these Terms transfers ownership of Cadivra IP to you.
6.2 Licence Grant. Subject to compliance and payment, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Platform during the subscription term for your internal business purposes.
6.3 Customer Content. You retain all rights in data, contact lists, and materials you upload ("Customer Content"). You grant us a limited licence to host, process, and display Customer Content solely to provide the Platform.
6.4 Outputs. "Outputs" means AI-generated email drafts and other content produced by the Platform for you. As between you and Cadivra, to the extent any intellectual property rights subsist in Outputs, those rights are assigned to you. Where assignment is not effective at law, we grant you a perpetual, irrevocable, worldwide, royalty-free licence to use, modify, and exploit the Outputs for any purpose. You are solely responsible for reviewing Outputs before use and for any consequences of their use.
6.5 No Training. We do not use Customer Content, prompts, or Outputs to train, fine-tune, or improve any AI or machine learning model. Our third-party AI providers are contractually prohibited from using your data for model training. Prompts and Outputs are processed solely to generate and deliver results to you and are not retained by us or our AI providers beyond the technical duration necessary for that purpose.
6.6 Aggregated Data. We may collect and use aggregated, anonymised, and de-identified usage statistics (such as feature adoption rates and aggregate sending volumes) to improve the Platform and generate industry benchmarks, provided such data does not identify you, your organisation, or any individual. This right survives termination.
6.7 Feedback. You assign to us all rights in any suggestions or feedback you provide regarding the Platform.
7.1 AI-generated content. The Platform uses third-party AI services to generate email content. You acknowledge that:
We use third-party AI providers as sub-processors, governed by the DPA. The current AI provider is Anthropic. We will provide notice of material changes to AI providers.
7.2 Contact enrichment data. Where you use Find Contacts, enrichment, or similar features, the Platform returns business contact details (such as email addresses and telephone numbers) sourced from third-party data providers. You acknowledge that:
8.1 THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
8.2 We do not warrant that the Platform will be uninterrupted, error-free, or secure, that defects will be corrected, or that it will meet your requirements or achieve any particular outcomes.
8.3 Nothing in these Terms excludes any warranty or liability that cannot be excluded under applicable law, including liability for fraud or fraudulent misrepresentation.
9.1 You represent and warrant that:
9.2 Data Processing Roles. In respect of Customer Content containing personal data: (a) you are the data controller and Cadivra is the data processor, acting on your documented instructions to provide the Platform; (b) the terms on which we process such data are set out in our DPA at https://cadivra.com/dpa, which prevails on data processing matters. Separately, Cadivra acts as an independent data controller for account registration data, billing information, support communications, website analytics, security and abuse prevention data, and any data processed to comply with legal obligations. Our processing of such data is described in our Privacy Policy.
9.3 Upon termination, Customer Content is available for export for 30 days, then deleted per the DPA.
10.1 Subscription. Paid plans are billed in advance on a monthly or annual basis as selected at the time of subscription. Subscriptions renew automatically at the end of each billing cycle unless cancelled before the renewal date.
10.2 Credits. The Platform operates on a credit-based system. A "Credit" is a unit of usage consumed when performing certain actions on the Platform, including (but not limited to) AI-assisted email generation. The specific credit cost of each action is displayed in the Platform and may be updated from time to time. Credits included in your subscription plan reset at the start of each billing cycle and do not roll over to the next cycle. Unused credits expire at the end of each billing cycle.
10.3 Add-on Credits. You may purchase additional credits beyond your plan allowance. Add-on credits are available for use immediately upon purchase and expire 12 months from the date of purchase, or upon termination of your account, whichever is earlier. Add-on credits are non-refundable except where required by law.
10.4 Upgrades and Downgrades. If you upgrade your plan mid-cycle, you will be charged a pro-rated amount for the remainder of the current cycle. If you downgrade, the new plan takes effect at the start of your next billing cycle. No refund is given for the current cycle on downgrade.
10.5 Taxes. All fees are exclusive of VAT and any other applicable taxes, levies, and duties. You are responsible for all taxes associated with your subscription, except for taxes based on Cadivra's net income.
10.6 Price Changes. We may increase fees upon at least 30 days' prior written notice. Any increase takes effect at the start of your next billing cycle following the notice period. If you do not agree to a fee increase, you may terminate your subscription before the increase takes effect.
10.7 Late Payment. If any amount payable by you is overdue, we may: (a) charge interest at 4% per annum above the Bank of England base rate; and (b) suspend access to the Platform until payment is received in full.
11.1 Suspension. We may suspend your account if:
11.2 Termination by Us. We may terminate your account: (a) immediately if you commit a material breach not capable of remedy, or that you fail to remedy within 14 days of written notice; (b) immediately on insolvency, administration, or cessation of trading; or (c) on 30 days' written notice for convenience.
11.3 Termination by You. You may cancel your subscription at any time via the Platform settings. Cancellation takes effect at the end of your current billing cycle. No refund is given for the current billing period. Unused credits (including add-on credits) are forfeited upon termination.
11.4 Effects. Upon termination: (a) your licence terminates immediately; (b) you must cease all use of the Platform; (c) Customer Content is available for export for 30 days per Clause 9.3, after which it will be deleted per the DPA; (d) Clauses 6, 7, 8, 9.2, 12, 15, 16, and 14 survive termination.
12.1 To the maximum extent permitted by law, we shall not be liable, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
12.2 Our total aggregate liability for all claims arising under or in connection with these Terms shall not exceed the total fees paid by you in the 12 months immediately preceding the event giving rise to the claim.
12.3 Nothing in these Terms excludes or limits either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot be excluded or limited by applicable law.
We may update these Terms from time to time. We will provide at least 30 days' notice of material changes by email to the address associated with your account or via a prominent notice within the Platform. Continued use of the Platform after the effective date constitutes acceptance. If you do not agree, you must stop using the Platform and may terminate per Clause 11.3.
These Terms are governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction. Nothing in this clause prevents either party from seeking injunctive or equitable relief in any court of competent jurisdiction.
15.1 You shall indemnify and hold harmless Cadivra Limited, its officers, directors, employees, and agents from any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from:
15.2 We will: (a) promptly notify you of any claim; (b) give you reasonable cooperation at your expense; and (c) give you sole control of the defence and settlement of such claim, provided you shall not settle any claim admitting fault on our behalf without our prior written consent.
16.1 Each party shall keep confidential all information of a confidential nature disclosed by the other ("Confidential Information") and shall not disclose it to any third party without prior written consent.
16.2 Confidential Information does not include information that: (a) is publicly available through no fault of the receiving party; (b) was already known without restriction; (c) is independently developed without use of Confidential Information; or (d) is received from a third party without restriction.
16.3 Disclosure may be made to the extent required by law, provided the disclosing party is given prompt notice (where legally permitted) and reasonable assistance to resist such disclosure.
16.4 The obligations under this clause survive for 3 years following termination, except that obligations in respect of trade secrets survive indefinitely.
17.1 Each party shall comply with all applicable laws, statutes, and regulations, including the Bribery Act 2010 and the Modern Slavery Act 2015.
17.2 Each party warrants that it has not and shall not engage in any conduct that would constitute an offence under the Bribery Act 2010 in connection with these Terms.
17.3 Breach of this clause is deemed a material breach not capable of remedy for the purposes of Clause 11.2.
Neither party shall be liable for any failure or delay in performing its obligations to the extent caused by circumstances beyond its reasonable control, including acts of God, fire, flood, pandemic, governmental action, war, terrorism, cyber-attack, failure of third-party telecommunications or hosting providers, or power failure. The affected party shall notify the other promptly. If a force majeure event continues for more than 60 consecutive days, either party may terminate upon written notice.
Assignment. You may not assign these Terms without our prior written consent. We may assign in connection with a merger, acquisition, or sale of substantially all assets, upon notice to you.
Severability. If any provision is held invalid or unenforceable, the remaining provisions continue in full force. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.
Waiver. No failure or delay in exercising any right constitutes a waiver. A waiver on one occasion is not a waiver on any subsequent occasion.
Entire Agreement. These Terms, together with the DPA, Privacy Policy, AUP, and any Order Form, constitute the entire agreement between the parties and supersede all prior agreements. Each party acknowledges that it has not relied on any representation not set out herein.
Notices. By email to the address associated with your account (for you) or [email protected] (for us). Notices are deemed received on the date of sending during business hours, or the next business day otherwise.
Contact. Cadivra Limited. Email: [email protected]