Terms and Conditions

1. Definitions and Interpretation

“Clout”, “we”, “us”, or “our” refers to Clout First Technologies FZCO, a company incorporated in the Emirate of Dubai, UAE.

“Platform” refers to the Clout Index web application at cloutindex.com, including all modules, features, and services.

“Website” refers to clout-first.com.

“Subscribing Organisation” refers to the entity that enters into a subscription agreement with Clout.

“Subscription” refers to the paid access arrangement between Clout and the Subscribing Organisation.

“Clout Credits” refers to the units of consumption used to assign programmes to Participants. 1 Clout Credit = 1 Participant assigned to 1 Programme.

“Program Administrator” or “PA” refers to an authorised user who manages participants, programmes, and reports.

“PA-Primary” refers to the designated primary Program Administrator with elevated privileges including access to Plan & Billing and the ability to create additional PA accounts.

“Participant” refers to an individual invited to the Platform to complete assessments and activities.

“User” refers to any individual who accesses the Platform or Website, including PAs, Participants, and visitors.

“Content” refers to all text, data, reports, assessments, graphics, and other materials available through the Platform.

2. Acceptance of Terms

By accessing or using the Platform or the Website, you agree to be bound by these Terms and Conditions. If you are accessing the Platform on behalf of a Subscribing Organisation, you represent and warrant that you have the authority to bind that organisation to these Terms. If you do not agree, you must not use the Platform or the Website.

These Terms apply in conjunction with the Privacy Policy and the Refund Policy. In the event of any conflict between these documents, these Terms shall prevail.

3. Eligibility

The Platform is intended for use by adults aged 18 and over in professional and organisational contexts. By registering an account, you confirm that you are at least 18 years of age and have the legal capacity to enter into a binding agreement.

4. Account Registration and Security

Subscribing Organisations are onboarded by Clout’s System Administration team. Accounts are provisioned upon execution of a subscription agreement and payment of applicable fees.

PA-Primary accounts are created during onboarding. PA-Primary may create additional Program Administrator accounts and allocate Clout Credits depending on their subscription tier.

Participants are invited to the Platform by Program Administrators and receive login credentials via invitation email.

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must notify Clout immediately of any unauthorised use.

Clout reserves the right to suspend or terminate accounts that violate these Terms or pose a security risk.

5. Subscription Tiers and Scope

The Platform is offered in the following subscription tiers:

Standard (Foundational Insights): Clout Persona Engine, individual-level insights, reports and dashboards, 1 pack of Clout Credits.

Premium (Applied Insights): All Standard features plus Decision Support Capabilities (Match, Squad), Growth Action Capability (Growth), and Reassessment Capability.

Enterprise (Custom): Flat annual fees, Clout Credits for all employees, full access to all modules.

Feature availability is determined by the Subscribing Organisation’s subscription tier. Premium modules (Match, Squad, Growth) must be enabled by a System Administrator before they appear in the navigation.

6. Clout Credits

Clout Credits are consumed when a Programme is assigned to an individual Participant. One Credit equals one Participant assigned to one Programme.

Credits are allocated from an organisational pool managed by the PA-Primary. Each Program Administrator receives a quota and expiry date set by the PA-Primary.

Unused Clout Credits expire at the end of the subscription period unless the Subscription is renewed or extended by agreement.

Expired or consumed Credits are non-refundable except as provided in the Refund Policy.

When a PA’s credit allocation is exhausted or expired, programme assignment is disabled for that administrator.

7. Fees and Payment

Subscription fees are invoiced as agreed in the subscription agreement. Unless otherwise specified, fees are payable annually in advance.

All fees are quoted and payable in the currency specified in the subscription agreement.

Late payments may result in suspension of Platform access until outstanding amounts are settled.

Clout reserves the right to revise pricing upon renewal with at least 30 days’ written notice prior to the renewal date.

Refunds are governed exclusively by the Refund Policy.

8. Acceptable Use

You agree not to:

Use the Platform for any unlawful purpose or in violation of any applicable law or regulation.

Attempt to gain unauthorised access to any part of the Platform, other accounts, or Clout’s systems.

Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform.

Reproduce, distribute, sublicense, or commercially exploit any Platform Content without Clout’s prior written consent.

Use assessment results as the sole basis for any employment, hiring, termination, or other consequential decision. Results are intended to support human judgment, not replace it.

Upload or transmit any malicious code, viruses, or harmful content.

Use the Platform in a manner that could damage, disable, or impair its operation or interfere with other Users’ access.

Share login credentials with third parties or allow multiple individuals to use a single account.

9. Intellectual Property

All intellectual property rights in the Platform, the Website, and all Content (including assessment instruments, scoring methodologies, report templates, and software) are and shall remain the exclusive property of Clout First Technologies or its licensors. Nothing in these Terms grants you any right, title, or interest in such intellectual property except the limited right to access and use the Platform as permitted under your Subscription.

Assessment reports generated for a Subscribing Organisation may be used by that organisation internally for the purposes described in the Platform documentation. Reports may not be published, redistributed, or sold to third parties without Clout’s prior written consent.

10. Availability and Modifications

Clout endeavours to maintain Platform availability but does not guarantee uninterrupted or error-free access. We may perform scheduled maintenance, apply updates, or modify features at any time. Where modifications materially reduce functionality included in the Subscribing Organisation’s current tier, Clout shall provide reasonable advance notice.

11. Disclaimers

THE PLATFORM AND ALL CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT.

Assessment results and reports are based on psychometric data and are intended to inform human decision-making. Clout does not warrant that results will be accurate, complete, or suitable for any specific employment or business decision. All interpretations and decisions based on Platform outputs are the sole responsibility of the User and the Subscribing Organisation.

12. Limitation of Liability

To the maximum extent permitted by the laws of the United Arab Emirates:

Clout’s total aggregate liability arising out of or relating to these Terms or the use of the Platform shall not exceed the total fees paid by the Subscribing Organisation to Clout in the twelve (12) months immediately preceding the event giving rise to the claim.

Clout shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including loss of profit, loss of data, loss of business opportunity, or reputational harm, regardless of the cause of action or theory of liability.

Clout shall not be liable for any decision made by a Subscribing Organisation or its personnel based on Platform outputs, including but not limited to hiring, promotion, termination, or team assignment decisions.

Nothing in this section shall exclude or limit liability for fraud, wilful misconduct, death or personal injury caused by negligence, or any liability that cannot be excluded under applicable law.

13. Indemnification

The Subscribing Organisation agrees to indemnify, defend, and hold harmless Clout, its directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) the Subscribing Organisation’s use of the Platform in violation of these Terms; (b) any employment or business decision made based on Platform outputs; (c) any breach of applicable law by the Subscribing Organisation in its use of assessment data; or (d) any third-party claim resulting from the Subscribing Organisation’s acts or omissions.

14. Term and Termination

Subscriptions run for the period specified in the subscription agreement and renew automatically unless either party provides written notice of non-renewal at least 30 days prior to the renewal date.

Clout may suspend or terminate access immediately if the Subscribing Organisation breaches these Terms and fails to cure such breach within 14 days of written notice.

Upon termination or expiry, all personal data shall be retained for 90 calendar days and then permanently deleted, unless alternative arrangements are agreed in writing. Anonymized results and insights will be held for research purposes.

Termination does not relieve the Subscribing Organisation of any obligation to pay fees accrued prior to termination.

Sections 9, 11, 12, 13, 16, 17, and 18 shall survive termination of these Terms.

15. Force Majeure

Clout shall not be liable for any delay or failure in performance resulting from events beyond its reasonable control, including natural disasters, acts of government, pandemics, war, terrorism, civil unrest, cyberattacks, power failures, or disruptions to internet or telecommunications infrastructure.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the United Arab Emirates, including the PDPL and all applicable federal and emirate-level legislation.

17. Dispute Resolution

Any dispute arising out of or in connection with these Terms shall be resolved as follows:

Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation within 30 calendar days of written notice.

Jurisdiction: If not resolved, the dispute shall be submitted to the exclusive jurisdiction of the courts of the Emirate of Dubai, UAE, unless a different jurisdiction is mandated by mandatory, non-waivable laws applicable to the data subject.

18. General Provisions

Severability: If any provision is found invalid, it shall be severed or modified to the minimum extent necessary; remaining provisions continue in full force.

Entire Agreement: These Terms, together with the Privacy Policy and Refund Policy, constitute the entire agreement regarding the Platform.

No Waiver: Failure to enforce any provision does not constitute a waiver.

Assignment: Clout may assign its rights upon merger, acquisition, or sale of assets, provided the successor honours these Terms.

Notices: Notices to Clout shall be sent to [email protected]. Notices to Users shall be sent to the email on record.

Language: This document is drafted in English. In the event of translation, the English version shall prevail.