Terms for business clients

Scope and business clients only

These terms apply to all contracts for services between Clyovo AI and its clients that are concluded through the English pages of clyovo.ru or on the basis of an offer that refers to these terms.

We contract only with businesses: companies, public bodies, entrepreneurs and freelancers acting for their trade, business or professional purposes. We do not conclude contracts with consumers. By requesting an offer, the client confirms that it acts as a business.

The client’s own general terms apply only if we agree to them in writing.

Who you contract with

Your contracting party is German Rozovik, an individual entrepreneur registered in Russia, trading as Clyovo AI: OGRNIP 325237500355942, INN 231219373257, ul. Starokubanskaya 139, Krasnodar, Russia, email german@clyovo.ru, phone +7 919 997 99 62.

In these terms, “we” means Clyovo AI and “client” means the business that orders services.

Services

We create AI avatars and voice clones, AI videos, chatbots and AI agents, process automation, websites, design and apps, and we offer a content subscription. The website describes the standard packages. What exactly we deliver in a project is set in the offer.

We choose the tools and production methods, unless the offer names specific ones. We may involve subcontractors and remain responsible to the client for their work.

Offers and contract formation

The packages and prices on the website are information and an invitation to request an offer. An inquiry through the website or a call does not create a contract.

Once we understand the task, we send an individual offer. It names the scope, deliverables, price, payment terms, timeline and the number of revision rounds, and it is valid for the period stated in it.

A contract is concluded when the client confirms our offer in writing (an email is enough), when both parties sign a contract, or when the client pays the invoice issued on the basis of the offer. The offer and these terms then form the contract.

Prices

Prices on the website are net prices in euros for business clients. They apply to the standard scope of a package as described on the website. Prices marked “from” are starting prices, and packages marked “on request” are priced in the offer.

The binding price for a project is the price in the offer. It can differ from the website if the scope differs, for example with additional videos, languages or integrations.

If taxes apply to a service, the offer and the invoice show them.

Payment

Payment terms are set in the offer. Unless the offer says otherwise, the client pays 30 to 50% of the price upfront before work starts and the balance by milestone or on delivery, by bank transfer against our invoice.

If a payment is more than 5 business days late, we may pause work until it is received. Agreed deadlines then move by the length of the pause.

Timelines and cooperation

The timeline is set in the offer. It starts once we have received the upfront payment and the materials we need from the client.

The client provides materials, information, access and feedback on time. If they arrive late, the timeline moves accordingly.

Client materials and rights

The client is responsible for all materials it provides, such as texts, photos, videos, voice recordings, logos, trademarks, music and data. The client confirms that it holds all rights and consents needed for us to use these materials in the project and for the client to use the results as intended, and that the materials do not infringe the rights of others or the law.

If a third party makes a claim against us because of materials provided by the client or a missing consent, the client indemnifies us against this claim, including reasonable legal costs.

Avatars, voice clones and real people

An AI avatar, a voice clone or any other content that shows or imitates the face, voice or name of a real person requires the written consent of that person. The consent must cover the creation of the avatar or voice clone and its intended use, including channels, territory and duration. The client obtains the consent before the person records material for us and gives us a copy on request.

We do not create avatars or voice clones of a person without such consent. We may refuse or stop work on content that is unlawful, defamatory or misleading, or that could be taken for a real statement of a person who did not make it.

If the person withdraws consent, the client informs us without delay and we stop using the material. The client remains responsible for results already delivered.

AI-generated content

Many results are produced fully or partly with generative AI. Avatars, voices, characters and scenes created this way are synthetic. The client accepts the following:

• Generative output varies. Where the package includes a demo, storyboard or prototype, we agree on it before production, and the agreed version is the reference for the work.
• AI output can contain errors, for example in details, text or facts. We check results before delivery. The client checks facts, product claims and legal statements in the content before publishing it.
• Copyright protection for content generated with AI may be limited or unavailable in some countries. We do not promise that a result can be protected or registered as a work, design or trademark.
• The client decides where and how the content is published and labels it as AI-generated or synthetic where the law or platform rules require it, for example under Article 50 of the EU AI Act.
• We do not promise business results such as reach, conversion or sales.

Revisions

The number of revision rounds included is stated in the package description or the offer. A revision is a change within the agreed brief or script. A new topic, a new idea or a change of the agreed brief is new work.

Revisions beyond the included number and new work are paid separately. We name the price before we start them.

Delivery and acceptance

We deliver results for review by milestone or at the end of the project, as set in the offer. The client reviews each delivery within 5 business days and either accepts it or describes in writing where it deviates from the agreed brief.

If the client neither accepts a delivery nor describes deviations within 5 business days, or starts using the result publicly, the result counts as accepted.

For 14 calendar days after delivery, we fix any deviations from the agreed brief free of charge. Changes beyond the agreed brief are revisions or new work. Rights the client has under the applicable law remain unaffected.

Rights to the results

Until the price is paid in full, the client may use demos, intermediate versions and results only to review them.

On full payment, we transfer to the client the exclusive rights to the results created specifically for the client, to the extent such rights exist, for all types of use, worldwide and without time limit, unless the offer says otherwise.

Components from third parties, such as stock material, fonts, music, software libraries, platforms and the services used for production, remain subject to their own license terms. Where these terms limit the client’s use, the offer says so. Services a result runs on, such as a website builder plan, a domain or hosting, are registered to the client and paid by the client directly, unless the offer says otherwise.

Our general know-how, methods, templates and tools that were not created specifically for the client remain ours. If an avatar or a voice clone is kept on a third-party platform, the offer states in whose account it is kept and what happens to it when the project ends.

Portfolio

We may show the results and the client’s name in our portfolio and marketing materials, including on clyovo.ru, unless the client has asked us in writing to keep the project confidential or the offer says otherwise.

Confidentiality and personal data

Both parties keep confidential information they receive from each other secret during the contract and for 3 years after it ends. This does not apply to information that is public, was already known to the receiving party, or must be disclosed by law.

If project materials contain personal data, for example photos, videos or voice recordings of employees, we process them only to deliver the project and on the client’s instructions. Where the law requires a data processing agreement, the parties sign one before such data is provided.

How we process data collected through the website is explained in our privacy policy: https://clyovo.ru/en/privacy.

Liability

We are liable without limitation for damage caused intentionally or by gross negligence, and wherever the applicable law does not allow liability to be limited.

In all other cases, to the extent permitted by law, our total liability under a contract is limited to the price of the service concerned, and we are not liable for indirect damage or lost profit.

We are not responsible for how and where the client publishes or uses the results, for decisions of platforms on which the client publishes them, or for claims arising from materials or consents provided by the client.

Neither party is liable for delays or failures caused by events beyond its reasonable control (force majeure), such as natural disasters, acts of public authorities or outages of third-party infrastructure.

Term and termination

A contract runs until the agreed services are delivered and paid for. A subscription runs for the term stated in the offer; the offer also sets any trial period and the notice period for cancellation.

Either party may terminate a contract by written notice of 5 business days.

If the client terminates before work has started, we refund the upfront payment in full. If the client terminates after work has started, the client pays for the work done until termination, and we refund the rest of the upfront payment, if any. If we terminate because the client has breached the contract, payments for work already done are not refunded.

Rights to results pass only for work that has been paid for in full.

Governing law and disputes

These terms and all contracts under them are governed by the law of the Russian Federation. The UN Convention on Contracts for the International Sale of Goods does not apply.

The parties try to settle disputes by negotiation. A written claim is answered within 15 business days. If the dispute is not settled, it is decided by the competent court at our place of business in Krasnodar, Russia.

Changes to these terms

We may change these terms for future contracts and publish the new version on this page. A contract already concluded remains subject to the version that applied when it was concluded, unless the parties agree otherwise.

Other provisions

• If the offer or a signed contract differs from these terms, the offer or the contract prevails.
• Written form under these terms includes email.
• If a provision is invalid, the remaining provisions remain valid.

Contact

Questions about these terms: german@clyovo.ru or +7 919 997 99 62.