The Institute of Clever Stuff (“The ICS”) — Terms of Use
These Terms of Use (“Terms”) set out the basis on which The Institute of Clever Stuff Limited, including ICS Labs and our affiliates (collectively, “The ICS”, “we”, “us”, “our”), provide access to our websites, mobile and web applications, digital tools, software, data science and innovation solutions (together, the “Services”).
By accessing or using the Services, you agree to be bound by these Terms and any policies referenced in them, including our Privacy Policy (together, the “Agreement”). If you do not agree, do not use the Services. If you are using the Services on behalf of an organisation, you represent that you have authority to bind that entity.
1. Definitions
1.1 “Agreement” means these Terms together with any policies or documents referenced in them (including the Privacy Policy) and any applicable Supplemental Terms.
1.2 “Services” means our websites, mobile and web applications, digital tools, professional services, products, software, data science and innovation solutions operated by The ICS, including without limitation theinstituteofcleverstuff.com and fortu.ai.
1.3 “Sites” means our websites forming part of the Services.
1.4 “Products” means our products or tools made available as part of the Services (for example, Fortu available at fortu.ai).
1.5 “User”, “you” means any person or entity who accesses or uses the Services.
1.6 “User Content” means content, data, materials or information you upload, post, input or otherwise provide to or via the Services.
1.7 “Supplemental Terms” means additional terms applicable to a particular Product, feature or Site which apply in addition to (and, where stated, take precedence over) these Terms.
1.8 “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, logos, domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights.
1.9 “Consumer” has the meaning given in the Consumer Rights Act 2015.
2. Who we are and how to contact us
2.1 Provider. The Institute of Clever Stuff Limited (trading as “The ICS” and “ICS Labs”).
2.2 Registration. Registered in England & Wales with company number 10192472.
2.3 Registered office. 1st Floor, Westgate House, 9 Holborn, London EC1N 2LL.
2.4 Contact (general/legal). info@the-ics.com
2.5 Data Protection Officer. peopleandexperience@the-ics.com
2.6 Website. theinstituteofcleverstuff.com
3. Scope and Supplemental Terms
3.1 Scope. These Terms apply to all Services operated by The ICS, including without limitation theinstituteofcleverstuff.com and fortu.ai.
3.2 Supplemental Terms. Certain Products, features or Sites may be subject to Supplemental Terms presented within the relevant Product (for example, Section 21 for Fortu, or on that Product’s site). If there is any conflict, the Supplemental Terms take precedence for that Product or feature.
4. Eligibility and accounts
4.1 Eligibility. The Services are intended for users engaged under contract or with a specific approved business interest in The ICS.
4.2 Account accuracy and security. If you create an account, you must provide accurate information and keep your credentials secure. You are responsible for all activity under your account.
4.3 Suspension/termination. We may refuse registration, suspend or terminate accounts where we reasonably believe there has been, or is likely to be, a breach of these Terms.
5. Using the Services (Acceptable Use)
5.1 Lawful use. You agree to use the Services lawfully and in accordance with these Terms.
5.2 Prohibited conduct. You must not:
5.2.1 break any applicable law or regulation (including intellectual property, privacy and data protection laws);
5.2.2 infringe the rights of others, or post or transmit content that is unlawful, defamatory, obscene, hateful, harassing, misleading or otherwise objectionable;
5.2.3 upload malicious code, attempt to gain unauthorised access to systems, or interfere with the security, integrity, availability or performance of the Services;
5.2.4 copy, scrape, crawl, aggregate or reproduce the Services or any content, except as permitted by law or these Terms;
5.2.5 use automated means to access, post to, or interact with the Services without our prior written permission;
5.2.6 impersonate any person or misrepresent your affiliation with any person or entity;
5.2.7 circumvent technical measures (including CAPTCHA or rate limits) or exceed access permissions granted to you; or
5.2.8 no reuse of any product or service, in whole or in part, without The ICS’s written permission.
5.3 AI-assisted features. You must not use outputs to provide professional advice without appropriate human review; to make automated decisions with legal or similarly significant effects without human oversight; or to create or disseminate unlawful, harmful or misleading content.
6. Availability, maintenance and fair use; accessibility
6.1 Availability. We aim to keep the Services available but do not guarantee uninterrupted or error-free operation.
6.2 Maintenance and limits. We may carry out maintenance (scheduled or emergency) and may impose reasonable technical limits or fair-use caps to protect the Services.
6.3 Accessibility. We aim to make the Services accessible. If you need reasonable adjustments, contact info@the-ics.com.
7. Your content, feedback and outputs
7.1 User Content. You remain the owner of your User Content and grant The ICS a worldwide, non-exclusive, transferable, sub-licensable, royalty-free licence to host, store, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display that User Content only as needed to operate, secure, improve and provide the Services and to comply with law. You warrant that you have all rights necessary and that your User Content complies with law and these Terms.
7.2 Feedback. If you provide ideas, suggestions or feedback, you grant The ICS a perpetual, irrevocable, royalty-free licence to use and incorporate them without restriction.
7.3 Outputs. As between you and The ICS, you own the outputs you generate through your permitted use of the Services (subject to any third-party rights and to your compliance with these Terms). You are responsible for reviewing outputs and for how you use them.
7.4 Third-party content. The Services may display or link to third-party websites, tools or content. We are not responsible for, and do not endorse, third-party content. Your use of third-party sites is at your own risk and may be subject to their terms and privacy policies.
8. Intellectual property and open-source
8.1 The ICS Intellectual Property (IP). Except for your User Content, all Intellectual Property Rights in the Services (including software, models, datasets, designs, text, graphics, logos and trade marks) are owned by or licensed to The ICS. All rights are reserved. You must not use our trade marks or branding without our prior written permission.
8.2 Open-source notices. The Services may include open-source components subject to their own licences. To the extent of any conflict, those licences govern your use of the relevant components.
9. Software, export controls and sanctions
9.1 Software licence. Where software, SDKs, APIs or downloadable tools are made available to you as part of the Services, we grant you a limited, revocable, non-exclusive, non-transferable licence to use them solely for your permitted use of the Services and in accordance with any documentation or supplemental terms.
9.2 Reverse engineering. You must not reverse engineer, decompile or disassemble the software except to the extent such restriction is prohibited by law.
9.3 Export controls and sanctions. You must not access or use the Services in violation of any applicable export control, sanctions or trade laws, and you will not permit anyone to do so.
10. Privacy and data protection
10.1 Policy. Your use of the Services is subject to our Privacy Policy. We process personal data in accordance with UK GDPR and the Data Protection Act 2018. Where you upload or otherwise provide personal data, you are responsible for having a lawful basis and for providing any necessary notices to affected individuals.
10.2 Processing on behalf of clients. Where we process personal data as a processor on your instructions (for example, when you upload or integrate your customer data into a Product), the parties will enter into a separate Data Processing Agreement (DPA) which will apply in addition to these Terms. The DPA will set out roles and obligations under UK GDPR and the Data Protection Act 2018, including security, sub-processors, international transfers, assistance, and deletion/return of personal data.
10.3 Model training. We do not use Customer Data to train general-purpose models or for product development beyond providing and improving the specific Services to you, unless expressly agreed in writing.
10.4 International transfers. If personal data is transferred outside the UK, we will ensure appropriate safeguards are in place (for example, the UK International Data Transfer Agreement or approved Standard Contractual Clauses).
11. Confidential information
11.1 Duty of confidence. If in using the Services we share information marked confidential, or that a reasonable person would consider confidential, you must keep it confidential and use it only for the purpose for which it was shared.
11.2 Exceptions. This does not apply to information that is public, independently developed or lawfully obtained from a third party, or that must be disclosed by law.
12. Fees and payment (where applicable)
12.1 Fees. We may charge fees for certain features or Services. If so, fees will be notified to you in advance, stated in pounds sterling (GBP) and exclusive of VAT unless indicated otherwise.
12.2 Taxes and refunds. You are responsible for applicable taxes. Except where the law requires, fees are non-refundable.
12.3 Changes. We may change pricing on prior notice for future billing periods.
12.4 Business use only. Unless we state otherwise, the Services are provided for business use and not for consumers.
13. Changes to the Services and these Terms
13.1 Service changes. We may improve, update or discontinue all or part of the Services at any time.
13.2 Terms changes. We may update these Terms from time to time (for example, to reflect changes in law or the Services). If changes are material, we will take reasonable steps to notify you (for example, by email or in-product notice). Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance of them.
14. Suspension, termination and force majeure
14.1 Suspension/termination. We may suspend or terminate your access to the Services (in whole or part) if we reasonably believe you have breached these Terms, if required by law or to protect the security or operation of the Services. You may stop using the Services at any time.
14.2 Survival. Clauses which by their nature should survive termination will do so (including clauses 7, 8, 10–11, 15–16, 19–21).
14.3 Force majeure. We are not liable for delay or failure caused by events beyond our reasonable control (including outages, acts of God, industrial disputes, war, epidemics, acts of government or utility failures).
15. Warranties and disclaimers
15.1 No warranties. The Services are provided on an “as is” and “as available” basis. To the fullest extent permitted by law, we do not make any promises, assurances or warranties about the Services, whether express or implied (including implied warranties of merchantability, fitness for a particular purpose, accuracy and non-infringement).
15.2 No guarantee. We do not guarantee that the Services will be uninterrupted or error-free, or that content will be secure or free from bugs or viruses.
16. Limitation of liability; indemnity
16.1 Non-excludable liability. Nothing in these Terms limits or excludes liability that cannot legally be limited or excluded, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
16.2 Excluded heads of loss. Subject to clause 16.1, we will not be liable for: (a) loss of profits, revenue, business, goodwill or data; (b) business interruption; or (c) any indirect or consequential loss.
16.3 Indemnity. If you use the Services in the course of business, you agree to indemnify and hold The ICS harmless from reasonable losses, damages, costs and expenses (including reasonable legal fees) arising from any third-party claim that (a) your User Content infringes their rights; or (b) your use of the Services is unlawful or breaches these Terms.
17. Copyright and content complaints (UK)
17.1 Notice. If you believe content on the Services infringes your rights or breaches these Terms, please contact info@the-ics.com with details of the content, where it appears, the nature of your rights and your contact details.
17.2 Action. We may remove or disable access to content where appropriate and may notify the user who provided it. Repeated or serious infringements may lead to account suspension.
18. Electronic communications and contract formation
18.1 Electronic communications. When you use the Services or communicate with us electronically, you agree to receive communications from us electronically. We may communicate with you by email, in-product messages or by posting notices on the Services. You agree that such communications satisfy any legal requirement that they be in writing.
18.2 Contract formation. Your creation of an account, clicking to accept these Terms, or continuing to use the Services constitutes your agreement to be bound by this Agreement.
19. Governing law and jurisdiction
19.1 Governing law. These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales.
19.2 Jurisdiction. The courts of England and Wales will have exclusive jurisdiction to settle any disputes arising out of or in connection with these Terms, subject to any mandatory rights you have to bring claims in your local courts as a consumer.
20. Other important terms
20.1 Entire agreement. These Terms (including any policies or Supplemental Terms we reference) form the entire agreement between you and The ICS regarding the Services and supersede prior discussions or agreements relating to the same subject matter.
20.2 Order of precedence. If you have an order form, statement of work or master services agreement with us, the following order of precedence applies (highest first): (1) the signed order form/statement of work or master services agreement; (2) any applicable Supplemental Terms; then (3) these Terms.
20.3 No waiver. A failure to enforce a provision is not a waiver of the right to do so later.
20.4 Severance. If any part of these Terms is found unlawful or unenforceable, the remainder will continue in full force and effect.
20.5 Assignment. You may not assign or transfer your rights or obligations under these Terms. We may assign or transfer our rights and obligations to an affiliate or in connection with a merger, acquisition or sale of assets.
20.6 Notices. Legal notices to The ICS should be sent to info@the-ics.com with the subject line “Legal Notice”.
21. Product-specific terms: Fortu (fortu.ai)
This section applies when you use Fortu (available at fortu.ai). To the extent of any conflict between this Section 21 and other sections of these Terms, this Section 21 prevails for Fortu.
21.1 Provider. Fortu is provided by The Institute of Clever Stuff Limited (The ICS), registered in England & Wales (No. 10192472), registered office 1st Floor, Westgate House, 9 Holborn, London EC1N 2LL. Contact: info@the-ics.com. DPO: peopleandexperience@the-ics.com.
21.2 Accounts & responsibilities. You must keep credentials confidential and ensure your account information is accurate and up to date. You are responsible for activity under your account.
21.3 Back-ups and service expectations. We operate regular back-ups but do not guarantee no loss or corruption of data. We will provide reasonable support to troubleshoot known issues affecting back-ups, but you remain responsible for maintaining copies of your own data and verifying successful restoration. This clause supplements Sections 6 (Availability, maintenance and fair use) and 16 (Limitation of liability; indemnity).
21.4 Content, outputs and acceptable use. (a) User Content. You retain ownership of your User Content and grant ICS the limited licence described in Section 7. (b) Outputs. As between you and ICS, you own outputs generated via Fortu, subject to third-party rights and your compliance with these Terms. You must review outputs for accuracy and appropriateness before use. (c) AI-assisted features. You must not use outputs to provide professional advice without appropriate human review; to make automated decisions with legal or similarly significant effects without human oversight; or to create or disseminate unlawful, harmful or misleading content.
21.5 Fair use and limits. To protect service stability, we may apply reasonable rate limits or usage caps. If applied, we will notify you in-product or via email.
21.6 Intellectual property and open-source. Fortu’s software, models, UI and documentation are the property of ICS or its licensors. Open-source components are used under their respective licences (see Section 8).
21.7 Data protection. (a) Privacy. See the ICS Privacy Policy (Fortu section). (b) Processor scenarios. Where you supply personal data for processing on your behalf (e.g., workspace content), a Data Processing Agreement (DPA) applies in addition to these Terms. (c) Model training. ICS does not use Customer Data to train general-purpose models or for unrelated product development without your written agreement. (d) Transfers. International transfers (if any) are safeguarded using the UK IDTA/SCCs.
21.8 Changes. For material changes specific to Fortu, we will provide reasonable advance notice where practicable. Your continued use after the effective date constitutes acceptance.
Should you have any queries in regards to our Terms of Use specified above, please contact: info@the-ics.com.