Terms of Service

1. About these Terms

These Terms of Service ("Terms") govern access to and use of Phoros Cloud, including the Phoros Cloud website, web and desktop applications, virtual staff, application programming interfaces, websites and applications built or hosted on the platform, and related services (together, the "Service"). The Service is provided by Phoros Cloud Ltd ("Phoros," "we," "our," or "us").

By creating an account, clicking to accept, or using the Service, you agree to these Terms. If you use the Service on behalf of a business or other organization, you confirm that you have authority to bind that organization, and "you" and "Customer" mean that organization. If you do not agree, do not use the Service.

If you and Phoros have signed an order form, statement of work, or other written agreement for the Service, that agreement controls where it conflicts with these Terms.

The Service is intended for business use. It is not offered for personal, family, or household purposes.

2. The Service

Phoros Cloud is a business operating platform. Depending on the plan and options you choose, the Service may include:

• Business Operating System: tools for accounting, invoicing and payments, point of sale, inventory, customer relationships and communication, email, payroll, planning, files, reporting, and related business records.
• Virtual staff: AI-powered assistants that carry out work you assign within the tools, permissions, and review points you set.
• Build and deploy tools: tools to build, preview, publish, and operate websites and business applications, with optional hosting, domains, and email inboxes.
• Connected services: connections to third-party products you choose to link, such as accounting, banking, productivity, messaging, social media, hospitality, and design services.
• Professional services: onboarding, implementation, training, or engineering work, when agreed separately in writing.

Features change over time. We may add, change, or remove features, and we will not materially reduce the core functionality of a paid plan during a paid period without notice.

3. Accounts and organizations

• You must be at least 18 years old and able to enter into a binding contract.
• You must give accurate account information and keep it current.
• You are responsible for keeping sign-in credentials secure and for all activity under your accounts, including activity by people and virtual staff you authorize.
• Organization administrators control who can access the organization's workspace and what each person or virtual staff member may do. You are responsible for granting and removing access appropriately.
• Tell us promptly at legal@phoroscloud.com if you suspect unauthorized access to your account.

4. Virtual staff and AI features

Virtual staff and other AI features use machine-learning models, including models provided by third parties, to read information, draft content, prepare records, and take actions you allow.

• You stay in control. You decide which jobs, tools, data, and connected accounts each virtual staff member can use, and which actions need a person's approval before they take effect.
• Review the output. AI output can be incomplete, inaccurate, or unsuitable for your situation. You are responsible for reviewing output and for decisions and actions you approve or allow virtual staff to take on your behalf, including sending messages, posting accounting entries, issuing invoices, and changing records.
• Not professional advice. The Service does not provide legal, tax, accounting, financial, medical, or other professional advice, and AI output is not a substitute for a qualified professional.
• Your own AI service account. If you connect your own AI service account (for example, a supported Claude Code, Codex, or Kimi Code account), your use of that account is governed by your agreement with its provider. You are responsible for that account, its fees, and its usage limits.
• Model training. We do not use your Customer Data to train artificial intelligence models. We choose AI providers whose business terms do not allow them to train their models on the data we send them.

5. Connected third-party services

When you connect a third-party service, such as QuickBooks Online, Google Workspace, Microsoft 365, Meta or WhatsApp, Mercury, Cloudbeds, or another supported product, you authorize Phoros to access and exchange data with that service on your behalf, within the permissions you grant, to provide the features you use.

• Your use of a third-party service is governed by your agreement with its provider. You are responsible for having the rights and permissions needed to connect it.
• Third-party services are not provided by Phoros. We are not responsible for their availability, accuracy, security, or changes to their features, prices, or terms, and a connection may stop working if the provider changes or withdraws access.
• You can disconnect a service at any time from the Service or, where available, from the third-party product. When a service is disconnected, we stop accessing it and revoke our access where the provider allows.

6. Your data

6.1 Ownership

"Customer Data" means the data, files, content, and records you or your users submit to the Service or that the Service retrieves from your connected accounts. As between you and Phoros, you own your Customer Data.

6.2 Our use of Customer Data

You grant Phoros a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, and use Customer Data only as needed to provide, secure, support, and maintain the Service, to carry out your instructions (including instructions given through virtual staff), to prevent fraud and abuse, and to comply with law. We may use aggregated and de-identified information about how the Service is used to operate and improve it, provided it does not identify you or any individual.

We do not sell Customer Data. Our Privacy Policy explains how we handle personal information.

6.3 Your responsibilities

• You are responsible for the accuracy, quality, and legality of Customer Data and for how you obtained it.
• Where Customer Data includes information about your own customers, guests, patients, employees, or contacts, you are responsible for giving any required notices and obtaining any required consents, and for using the Service in line with the laws that apply to you, including privacy, consumer protection, health information, employment, and electronic marketing laws.
• You are responsible for keeping copies of data you need. You can export your data while your account is active and for 30 days after termination as described in Section 13.

7. Acceptable use

You must not, and must not allow anyone, including virtual staff acting on your instructions, to:

• Break any law or regulation, or infringe or misappropriate anyone's rights, including privacy and intellectual property rights.
• Send spam or unsolicited messages, or use email, SMS, WhatsApp, or social channels in breach of the law or of the channel's own rules.
• Upload or transmit malware or harmful code, or attempt to gain unauthorized access to the Service, other accounts, or connected systems.
• Interfere with or disrupt the Service, bypass usage limits or security controls, or probe, scan, or test vulnerabilities without our written permission.
• Copy, modify, reverse engineer, or create derivative works of the Service, except where the law expressly allows it.
• Resell, sublicense, or provide the Service to third parties except as permitted by your plan or a written agreement with us.
• Use the Service to build a competing product, or access it for competitive benchmarking without our consent.
• Use the Service, or rely on AI output without human review, for emergency services, the operation of critical infrastructure, or clinical diagnosis or treatment decisions.
• Host or publish content that is unlawful, fraudulent, deceptive, defamatory, harassing, or sexually exploits minors.

8. Websites, applications, and content you publish

You are responsible for websites, applications, domains, and content you build, publish, or host with the Service, including their compliance with law and any terms you offer your own visitors and customers. We may remove or disable access to content that we reasonably believe breaches these Terms or the law, or that is the subject of a valid legal complaint. To report content hosted on the Service, contact legal@phoroscloud.com.

9. Plans, fees, and billing

• Fees. Fees are set out on our pricing page or in your order and are stated in United States dollars unless agreed otherwise. Plans include the tools, seats, and usage allowances listed for them. Add-ons, additional seats, virtual staff, hosting, and inboxes are charged as listed.
• Billing. Subscription fees are billed in advance for each billing period, monthly unless agreed otherwise, and you authorize us and our payment processors to charge the payment method on file.
• Changes to your plan. We confirm the new option, price, and effective date with you before a change you request takes effect.
• Price changes. We may change our prices with at least 30 days' notice. The new price applies from your next billing period after the notice period.
• Taxes. Fees exclude taxes, duties, and similar charges, which you are responsible for, other than taxes on our income.
• Late payment. If payment is overdue, we may suspend the Service after giving notice and a reasonable opportunity to pay.
• Refunds. Fees are non-refundable except where required by law or where we agree otherwise in writing.

10. Payments you accept

If you use the Service to accept payments from your own customers, those payments are processed by third-party payment processors under their own terms, and you may need an account with the processor. You are responsible for your transactions, refunds, chargebacks, disputes, and taxes, and for the accuracy of the prices and payment information you present. Phoros is not a bank, payment processor, or money transmitter.

11. Our intellectual property

Phoros and its licensors own the Service, including its software, designs, templates, documentation, virtual staff configurations, and brand features. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable right to use the Service for your internal business purposes during your subscription. Content and applications you create with the Service, excluding our underlying platform, templates, and components, belong to you.

If you send us feedback or suggestions, we may use them without restriction or obligation to you.

12. Confidentiality

Each party will protect the other's non-public business information that it receives in connection with the Service using reasonable care, will use it only to perform under these Terms, and will not disclose it except to people who need to know it and are bound by similar obligations, or where required by law.

13. Suspension and termination

• By you. You may cancel your subscription at any time. Access continues until the end of the current billing period, and fees already paid are not refunded except as stated in Section 9.
• By us. We may suspend or terminate access immediately if you materially breach these Terms, fail to pay, or if your use poses a security, legal, or operational risk to the Service, to us, or to others. We may also terminate for convenience with 30 days' notice, in which case we will refund any prepaid fees for the unused period.
• Effect. After termination you may request an export of your Customer Data within 30 days. After that period we may delete Customer Data, subject to the retention described in our Privacy Policy. Sections that by their nature should survive termination will survive.

14. Disclaimers

We work to keep the Service available, secure, and reliable, but the Service, including AI features and connected services, is provided "as is" and "as available." To the maximum extent permitted by law, Phoros disclaims all warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and that the Service or any output will be uninterrupted, error-free, accurate, or complete. Scheduled maintenance, emergency repairs, and events outside our reasonable control may interrupt the Service.

15. Limitation of liability

To the maximum extent permitted by law:

• Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data, even if advised of the possibility.
• Each party's total liability arising out of or relating to the Service or these Terms is limited to the fees you paid to Phoros for the Service in the 12 months before the event giving rise to the claim.
• These limits do not apply to your payment obligations, to a party's indemnity obligations, or to liability that cannot be limited by law.

16. Indemnity

You will defend, indemnify, and hold harmless Phoros and its affiliates, officers, employees, and contractors from claims, damages, losses, and expenses, including reasonable legal fees, arising from your Customer Data, content you publish, your use of connected third-party services, actions you approve or allow virtual staff to take, or your breach of these Terms or the law.

17. Governing law and disputes

These Terms are governed by the laws of Jamaica, without regard to conflict-of-law rules. The parties will first try to resolve any dispute through good-faith negotiation, then mediation. If the dispute is not resolved within 60 days of written notice, it will be finally resolved by binding arbitration seated in Kingston, Jamaica, in English. Either party may seek urgent injunctive relief from a competent court to protect its intellectual property or confidential information.

18. Changes to these Terms

We may update these Terms from time to time. We will post the updated Terms on this page and change the "Last updated" date. For material changes, we will give at least 30 days' notice by email or in the Service before they take effect. Continued use after changes take effect means you accept them.

19. General

• Entire agreement. These Terms, our Privacy Policy, and any order or written agreement with us are the entire agreement between the parties about the Service.
• Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for delay or failure caused by events outside its reasonable control, other than payment obligations.
• Severability and waiver. If any provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver.
• Notices. We may give notices by email to the account owner or administrator, or in the Service. Legal notices to us must be sent to legal@phoroscloud.com.
• Independent parties. The parties are independent contractors. These Terms create no partnership, agency, or employment relationship.

20. Contact us

Questions about these Terms: