3Clouds AI - Terms of Service

1. Definitions

The following terms have the meanings assigned to them in this section. Where a term is not defined here, it carries its ordinary meaning in the context of SaaS software services.

Term	Definition
Agreement	This Platform Service Agreement together with any Order Form, Data Processing Agreement, and all Schedules incorporated by reference.
Platform	The 3 Clouds AI software-as-a-service platform, including all AI automation agents, document processing pipelines, Odoo ERP integration, review queue interface, and supporting APIs, developed and operated by ASK Business Solutions Ltd.
Customer	The legal entity or individual that accepts this Agreement and purchases access to the Platform. Customers are either Accounting Firm Customers or SME Customers as defined below.
Accounting Firm Customer	A licensed accounting firm or practice registered with ICPAC (Institute of Certified Public Accountants of Cyprus) or an equivalent regulatory body, purchasing the Platform to manage client portfolios on behalf of their own end clients.
SME Customer	A small or medium-sized business purchasing direct access to the Platform for its own bookkeeping and accounting automation needs.
End Client	A company or entity whose accounting data is processed on the Platform by an Accounting Firm Customer on their behalf. End Clients are not parties to this Agreement.
User	Any individual authorised by the Customer to access the Platform under the Customer's account, including Admin Users, Active Users, View-Only Users, and External Auditor Users as defined in the User Roles Schedule.
Subscription Plan	The tier of Platform access purchased by the Customer as described in Schedule A (Pricing and Plans).
Service Provider	ASK Business Solutions Ltd (HE 488671), operating the Platform under the 3 Clouds AI brand.
Odoo ERP	The Odoo.sh-hosted enterprise resource planning system integrated with the Platform for general ledger posting and financial reporting.
AI Automation	The automated document ingestion, classification, data extraction, VAT calculation, and GL posting functions performed by the Platform's AI agents without mandatory human intervention, subject to configurable confidence thresholds.
Review Queue	The human-in-the-loop interface within the Platform through which qualified accounting professionals review, correct, approve, or reject AI-generated entries flagged below confidence thresholds.
Confidential Information	Any non-public technical, financial, commercial, or operational information disclosed by one party to the other in connection with this Agreement, including Customer Data.
Customer Data	All data uploaded, submitted, or transmitted to the Platform by the Customer or its Users, including financial documents, transaction records, and company information.
DPA	The Data Processing Agreement executed between the parties, forming Schedule C to this Agreement, governing the processing of personal data on the Platform.
GDPR	Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data, as transposed into Cyprus law by Law 125(I)/2018.
ICPAC	The Institute of Certified Public Accountants of Cyprus.
VAT	Value Added Tax as governed by the Cyprus VAT Law N.95(I)/2000 and EU VAT Directive 2006/112/EC.
Uptime	The percentage of time in a calendar month during which the Platform is available and operational, excluding scheduled maintenance windows notified at least 48 hours in advance.

2. Parties and Acceptance

2.1 This Agreement is entered into between ASK Business Solutions Ltd (Service Provider, we, us) and the entity or individual (Customer, you) that accepts this Agreement during the Platform onboarding process or by executing an Order Form.

2.2 The Customer accepts this Agreement by: (a) completing the Platform onboarding wizard and clicking the acceptance checkbox; (b) executing a written Order Form that references this Agreement; or (c) accessing or using the Platform, whichever occurs first.

2.3 If you are accepting on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity. If you do not have such authority, you must not accept this Agreement or access the Platform.

2.4 This Agreement applies separately to each Customer tenant. Accounting Firm Customers and SME Customers are subject to the same core terms with supplemental obligations set out in Schedule B (Customer-Type Specific Terms).

3. Platform Services

3.1 Scope of Services

The Service Provider grants the Customer a non-exclusive, non-transferable, revocable licence to access and use the Platform during the Subscription Term, strictly in accordance with this Agreement and applicable law.

The Platform provides the following core capabilities:

Automated document ingestion: upload and processing of accounting documents (invoices, receipts, bank statements, payroll documents, and other document types as listed in the Document Type Library).
AI classification and data extraction: automated identification of document type, extraction of key fields, and assignment of GL account codes.
Automated VAT calculation and coding: including Cyprus standard rate (19%), reduced rates, and zero-rated treatment.
General Ledger posting to Odoo ERP: autonomous posting of transactions meeting configured confidence thresholds directly to the connected Odoo instance.
Review Queue: flagging and queuing of transactions below confidence thresholds for human review and approval by a qualified accountant.
Compliance output generation: preparation of VAT return data, HE32 annual return data, and TD1 summary data for review and filing by a qualified accountant or the Customer's authorised signatory.
Reporting: access to financial dashboards, audit trails, and exception reports.

3.2 What the Platform Does Not Provide

The following are expressly outside the scope of the Platform and this Agreement:

Accounting advice, tax advice, legal advice, or professional services of any kind.
Automatic statutory filing of VAT returns, HE32 returns, TD1 returns, or any other regulatory submission on behalf of the Customer. All Platform outputs are prepared for review and filing by a qualified professional or the Customer's authorised signatory.
Filing of Form TD4 (Self-Assessment Tax Return) or any return requiring a licensed tax signatory.
Customer Due Diligence (CDD) or Anti-Money Laundering (AML) compliance services in respect of the Customer's own clients. Accounting Firm Customers retain sole responsibility for CDD obligations under Cyprus AML Law 188(I)/2007.
Audit services or any service that constitutes the practice of accountancy under the Auditors and Statutory Audits of Annual and Consolidated Accounts Law 53(I)/2017.

3.3 AI Transparency Disclosure (EU AI Act, Article 13)

Pursuant to Regulation (EU) 2024/1689 (EU AI Act), the Service Provider discloses the following:

The Platform deploys AI systems for automated classification, data extraction, GL posting, and anomaly detection.
AI-generated outputs are based on pattern recognition and probabilistic models. They are not infallible and may contain errors.
Confidence scores are displayed for AI-generated entries. Entries below configurable thresholds are routed to the Review Queue for human review.
The Customer and its Users retain full responsibility for reviewing, approving, and acting on all Platform outputs.
The Service Provider maintains audit trails of all AI-automated postings, including confidence scores and the identity of any human reviewer.

3.4 Platform Availability

The Service Provider targets 99.5% Uptime measured monthly, excluding:

Scheduled maintenance notified at least 48 hours in advance.
Emergency maintenance required to address security incidents.
Events beyond the reasonable control of the Service Provider (force majeure).
Downtime attributable to third-party infrastructure providers (AWS, Odoo.sh).

4. Subscription Plans and Fees

4.1 Plans

Platform access is provided on a monthly subscription basis. The available plans and their pricing are set out in Schedule A (Pricing and Plans). Pricing is subject to change on 30 days' written notice.

4.2 Payment

Fees are invoiced monthly in advance. Payment is due within 14 days of the invoice date. The Service Provider reserves the right to suspend Platform access for accounts more than 30 days overdue, following written notice.

4.3 Taxes

All fees are stated exclusive of VAT. Where VAT is applicable, it will be added to the invoice at the prevailing Cyprus rate or applicable EU rate. B2B customers within the EU may be subject to the reverse-charge mechanism under applicable VAT law.

4.4 Fee Disputes

The Customer must notify the Service Provider of any disputed invoice within 14 days of receipt. Undisputed portions of the invoice remain payable on time.

5. Customer Onboarding and Verification

5.1 Before the Platform is activated for any Customer, the Service Provider must complete identity and entity verification (KYC/KYB) in accordance with its Verification Policy. No Customer data is processed and no posting is made to Odoo until verification is complete and accepted.

5.2 The Customer must provide accurate and complete information during the onboarding process, including: legal entity name and registration number, registered address, VAT registration number, details of the authorised representative, and all supporting documentation reasonably requested.

5.3 Accounting Firm Customers must additionally provide evidence of: current ICPAC registration and good standing; professional indemnity insurance; appointment of a Money Laundering Compliance Officer (MLCO) within the firm.

5.4 The Service Provider reserves the right to decline onboarding, suspend, or terminate access where: (a) verification cannot be completed; (b) the Customer provides false or misleading information; or (c) the Customer's regulatory status lapses.

5.5 The Customer must complete verification within 90 days of initial sign-up. During the verification period, Platform functionality is restricted. Failure to complete verification within 90 days will result in account suspension.

6. Customer Obligations

6.1 The Customer is responsible for:

Maintaining the security of all login credentials and ensuring that Users protect their access credentials.
Ensuring that all Users are appropriately authorised and trained.
Reviewing all AI-generated outputs before filing or acting on them.
Ensuring the accuracy and completeness of all data uploaded to the Platform.
Complying with all applicable laws in connection with its use of the Platform, including tax law, data protection law, and (for Accounting Firm Customers) ICPAC regulations and AML obligations.
Maintaining current and valid contact information on the Platform account.

6.2 The Customer must not:

Use the Platform for any unlawful purpose or in any manner that violates this Agreement.
Attempt to reverse-engineer, decompile, or derive the source code of the Platform.
Sell, resell, sublicence, or otherwise transfer Platform access to any third party without the Service Provider's written consent.
Upload malicious code, viruses, or any content designed to interfere with the Platform.
Use the Platform to process data belonging to persons or entities on applicable sanctions lists.
Use AI-generated outputs as a substitute for professional accounting or tax advice.

7. Data, Privacy, and Confidentiality

7.1 Processing of personal data in connection with the Platform is governed by the Data Processing Agreement (Schedule C). Where the Customer is the controller of personal data processed on the Platform, the DPA constitutes the written contract required by GDPR Article 28.

7.2 Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party except with the prior written consent of the disclosing party or as required by applicable law.

7.3 Customer Data remains the property of the Customer at all times. The Service Provider processes Customer Data solely to provide the Platform services and for no other commercial purpose.

7.4 The Service Provider will not sell, share, or otherwise commercialise Customer Data. Customer Data is not used to train AI models without explicit written consent.

7.5 Upon termination, the Customer may request an export of its Customer Data. The Service Provider will provide a standard export within 30 days of the request. Customer Data will be securely deleted from the Service Provider's systems within 90 days of the end of the Subscription Term, unless a longer retention period is required by applicable law.

8. Intellectual Property

8.1 The Platform, including all software, AI models, algorithms, documentation, and branding (including the 3 Clouds AI name and logo), is the exclusive property of the Service Provider. Nothing in this Agreement transfers any intellectual property rights to the Customer.

8.2 Customer Data and any custom configurations created by the Customer within the Platform remain the property of the Customer.

8.3 The Customer grants the Service Provider a limited licence to process Customer Data solely as necessary to provide the Platform services.

9. Limitation of Liability

9.1 To the maximum extent permitted by applicable law, the Service Provider's total aggregate liability under or in connection with this Agreement (whether in contract, tort, or otherwise) shall not exceed the total fees paid by the Customer in the twelve months preceding the event giving rise to the claim.

9.2 Neither party shall be liable to the other for any: (a) indirect or consequential loss; (b) loss of profits, revenue, or goodwill; (c) loss of data (other than the direct cost of restoring data from backup); or (d) loss arising from reliance on AI-generated outputs that the Customer failed to review.

9.3 Nothing in this Agreement limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be limited or excluded by applicable law.

10. Term and Termination

10.1 This Agreement commences on the date of acceptance and continues until terminated in accordance with this clause.

10.2 Either party may terminate this Agreement on 30 days' written notice.

10.3 The Service Provider may terminate this Agreement immediately by written notice if: (a) the Customer fails to pay any undisputed invoice within 30 days of the due date; (b) the Customer commits a material breach that is not remedied within 14 days of written notice; (c) the Customer provides false verification information; (d) the Customer becomes insolvent or enters administration; or (e) the Customer's use of the Platform would expose the Service Provider to legal liability.

10.4 Upon termination: (a) all licences granted under this Agreement terminate; (b) the Customer must cease using the Platform; (c) data export and deletion proceed as set out in clause 7.5; (d) accrued payment obligations survive termination.

11. Governing Law and Dispute Resolution

11.1 This Agreement is governed by and construed in accordance with the laws of the Republic of Cyprus.

11.2 Any dispute arising out of or in connection with this Agreement that cannot be resolved by good-faith negotiation within 30 days shall be submitted to the exclusive jurisdiction of the courts of the Republic of Cyprus.

12. General Provisions

12.1 Entire Agreement. This Agreement, together with its Schedules, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior representations, agreements, and understandings.

12.2 Amendments. The Service Provider may amend this Agreement by providing 30 days' written notice. Continued use of the Platform after the effective date of the amendment constitutes acceptance.

12.3 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

12.4 Assignment. The Customer may not assign this Agreement without the Service Provider's prior written consent. The Service Provider may assign this Agreement to any successor entity.

12.5 Notices. Notices under this Agreement must be in writing and delivered by email (with read receipt) or registered post. Notices to the Service Provider must be sent to info@askbusinesssolutions.com.

12.6 Force Majeure. Neither party is liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, cyberattacks on third-party infrastructure, governmental actions, or pandemic.

12.7 Waiver. Failure to enforce any provision of this Agreement does not constitute a waiver of that provision.

Schedule A — Pricing and Plans

All our subscriptions plans are made available on our website under Pricing Plans. All prices are in EUR, exclusive of VAT, billed monthly.

Schedule B — Customer-Type Specific Terms

Accounting Firm Customers

ICPAC registration in good standing is a continuing condition of access.
The firm is responsible for CDD on its own clients under Cyprus AML Law 188(I)/2007. The Service Provider does not perform CDD on any client company managed on the Platform by the firm.
The firm contractually warrants that it has a MLCO appointed and that professional indemnity insurance is maintained at all times.
Automated filing features (VAT return submission, HE32, TD1) are available to Accounting Firm Customers only and require an authorised signatory to confirm before any submission is made.
The firm is responsible for supervising its Users' actions on the Platform.

SME Customers

SME Customers acknowledge that 3 Clouds AI is a software platform and does not provide accounting, tax, or professional advisory services.
SME Customers are responsible for engaging a licensed accountant to review and file all statutory returns prepared by the Platform.
Automated statutory filing features are not available to SME Customers. Outputs must be exported and submitted via the relevant authority's portal or through the SME's accountant.
SME Customers are recommended to obtain professional accounting advice in connection with their obligations under Cyprus tax law.

Schedule C — Data Processing Agreement

See the Data Processing Agreement (DPA), published separately on the 3 Clouds AI website and incorporated by reference into this Agreement.