Licence terms

Last updated 29 September 2026 · version 2026-10-01-3

These Licence Terms are an agreement between Coherence Limited, a company registered in the Republic of Cyprus with registration number HE 490848 and registered office at 195 Arch. Makariou III, 3030 Limassol, Cyprus (“Coherence”, “we”), and the business or organisation that holds the workspace for which a licence is bought (the “Customer”, “you”).

1. The agreement

1.1 How it is formed. These terms apply when an owner or admin of your workspace (a) ticks the box accepting them and completes checkout for a paid licence, or (b) signs an order form that refers to them (an “Order Form”). Coherence records the version accepted, the time, the person who accepted, and their IP address and browser. Coherence confirms each purchase by email with a Stripe receipt, and these terms stay available at this address and in your workspace.

1.2 Authority. The person who accepts confirms they are authorised to bind the Customer.

1.3 Business customers only. Licences are sold only to businesses and professionals, including sole traders and freelancers. By accepting, you confirm you are acting for your trade, business, craft or profession and not as a consumer. Coherence may refuse or cancel an order that appears to be made by a consumer, and will refund any fees paid for it. Licences are not currently offered to businesses established in the United Kingdom, and Coherence may refuse or cancel such an order on the same basis.

1.4 Related documents. The Terms of Service, the Privacy Policy and the Data Processing Addendum (the “DPA”) also apply and form part of the agreement. The schedule for each Licensed Tool at the end of these terms forms part of them.

2. Definitions

• “Platform” means Coherence's online workspace at app.coherenceltd.com, its REST application programming interface and its Model Context Protocol (“MCP”) server (together, the “API”), and the software, models, prompts, workflows and databases behind them.
• “Licensed Tool” means each tool shown as licensed in your workspace: Creator Briefs, Seller Advisor, ContentIQ, Receipts Manager and any tool added later.
• “Plan” means the plan for a Licensed Tool shown at checkout or in an Order Form, including its price, account type, channels and Allowance.
• “Individual Licence” means a Plan for one named Authorised User, with web access only.
• “Business Licence” means a Plan for the Authorised Users of your workspace, including API access where the Plan says so, as described in Clause 3.3.
• “Authorised User” means a member of your workspace whom you have invited and who acts on your behalf.
• “Allowance” means the monthly limit of a Plan, such as the number of briefs, questions, receipts or API calls.
• “Subscription Period” means each monthly billing period for which fees have been paid or invoiced.
• “Customer Data” means data you or your Authorised Users submit to the Platform or connect to it, including data from connected accounts such as Google or Revolut Business.
• “Output” means content a Licensed Tool generates for you, such as a creator brief, an answer or a matched receipt.
• “Coherence Materials” means the Platform and everything Coherence provides other than Customer Data and Output, including its knowledge databases (such as the ContentIQ database and the Seller Advisor knowledge base), templates, scores, rankings, classifications and documentation.
• “Third-Party Platform” means a service operated by someone else that a Licensed Tool connects to or draws on, such as TikTok, Google, Revolut or Stripe.

3. Licence

3.1 Grant. For each Licensed Tool, and for each Subscription Period for which fees are paid, Coherence grants the Customer a non-exclusive, non-transferable, non-sublicensable licence to access and use the Licensed Tool and the Coherence Materials it provides, as hosted by Coherence, through the web workspace and, where the Plan includes it, the API, for the Customer's internal business purposes.

3.2 Individual Licences may be used by one named Authorised User. The Customer may change the named user no more than once a month.

3.3 Business Licences may be used by all Authorised Users of the Customer's workspace, unless the Plan or Order Form sets a limit. Where the Plan includes API access, it covers each Licensed Tool's API once Coherence releases it; the Plan shows which tools' APIs are available and which are coming soon. Today the API offers the catalogue endpoint (the tools licensed to the workspace), and tools without a released API are used through the web workspace. API keys are issued per workspace and can be revoked by the Customer at any time.

3.4 What the licence does not include. The Customer receives no copy of the software and no right to reproduce, distribute, modify, translate or create derivative works of the Platform or the Coherence Materials, except for use of the Output under Clause 4.3.

3.5 Affiliates. A Business Licence may be used by the Customer's affiliates only if an Order Form says so, and the Customer is responsible for their use.

3.6 Using the API. When the Customer uses the API, the Developer Terms also apply and form part of these terms. In particular, the Customer:

1. keeps API keys secret, gives each key only the scopes it needs, and revokes a key it believes is exposed;
2. stays within the rate limits and Allowances published for the API, and does not work around them;
3. does not resell, sublicense or share API access, or give API keys to anyone outside the Customer, except its own service providers acting for it under confidentiality;
4. is responsible for the systems and AI clients it connects through the API, including any MCP client, and for what they do with the access it grants; and
5. remains bound by these terms for Output obtained through the API, including Output an AI client produces from it.

Coherence may suspend or revoke an API key that is used in breach of these terms or that puts the Platform or other customers at risk, telling the Customer why.

4. Ownership

4.1 Coherence owns the Platform. Coherence and its licensors own all rights in the Platform and the Coherence Materials, and in all improvements, modifications and derivative works of them, whoever suggested or funded them. Nothing in these terms transfers ownership of any of them to the Customer.

4.2 The Customer owns its data. The Customer keeps all rights in Customer Data. The Customer grants Coherence a non-exclusive licence to host, copy, process and display Customer Data only as needed to provide the Platform to the Customer, keep it secure and comply with law.

4.3 Output. As between the parties, the Customer owns the Output and may use it for any lawful purpose, including after these terms end. Output may quote or refer to Coherence Materials or third-party content (for example the title of a public video, a policy excerpt or a performance metric). Those parts remain owned by Coherence or the third party, and the Customer may use them as part of the Output.

4.4 Feedback. If the Customer suggests improvements, Coherence may use them without restriction or payment.

4.5 Usage information. Coherence may collect and use information about how the Platform is used (such as counts of runs, response times and errors) to operate, secure and improve it and for billing, provided it does not identify the Customer or any individual to anyone outside Coherence. This does not permit any use of Google user data beyond Clause 5.3.

5. Customer Data and connected accounts

5.1 Responsibility. The Customer is responsible for the Customer Data it submits and for having the rights, notices and consents needed to submit it.

5.2 Connected accounts. When an owner or admin connects an account such as Google or Revolut Business, the Customer confirms it is entitled to do so and authorises Coherence to use that access only for the features the workspace turns on. Revolut Business access is read-only and no Licensed Tool can move money. The Customer can disconnect an account at any time, which deletes its access token immediately.

5.3 Google user data. Coherence's use and transfer of information received from Google APIs adheres to the Google API Services User Data Policy, including the Limited Use requirements, as described in the Privacy Policy. Coherence does not use Google user data to develop, improve or train generalised AI or machine-learning models.

5.4 Data protection. Where Coherence processes personal data on the Customer's behalf, it does so as the Customer's processor under the DPA, which meets Article 28 of the GDPR and includes the Standard Contractual Clauses where needed. The current subprocessors are listed on the Subprocessors page. Coherence gives at least 30 days' notice of a new subprocessor, and the Customer may object on reasonable data-protection grounds.

5.5 Security. Coherence keeps appropriate technical and organisational measures, including encryption of access tokens and keys at rest, separation of each workspace's data at the database level, and access limited to what each role needs. Coherence notifies the Customer without undue delay, and in any case within 48 hours, after becoming aware of a personal-data breach affecting Customer Data.

5.6 Export, switching and deletion. At any time during the term, an owner or admin can ask office@coherenceltd.com for an export of the Customer's Customer Data and Output. Coherence provides it free of charge within 30 days, in structured, machine-readable formats (JSON or CSV for records, original files for documents such as receipts). If the Customer wants to move to another provider or to its own systems, it may ask by email to office@coherenceltd.com, giving up to two months' notice. Coherence will then (a) complete the transition within 30 days, providing the export and reasonable help, or explain within 14 working days why that is technically impossible and complete it within seven months; (b) keep the Customer Data available for retrieval for at least 30 days after the transition; and (c) then delete all Customer Data, except records it must keep by law, such as billing and tax records, which it keeps for up to seven years. The licence ends when the switch is complete. Coherence charges nothing for switching or export.

6. AI Output and third-party content

6.1 AI. The Licensed Tools use AI models to research, draft, classify and match. The Platform tells you where content is AI-generated. Output can be incomplete or wrong. The Customer is responsible for reviewing Output before relying on it, publishing it or sending it to anyone, including receipts sent to a bank.

6.2 Not professional advice. Output is general information and not legal, tax, accounting, financial or regulatory advice.

6.3 Published content. If the Customer publishes content made with Output, the Customer is responsible for it, including the accuracy of product claims, advertising and endorsement disclosure rules (such as the US FTC Endorsement Guides and EU consumer law), any AI-content labelling the law requires, and Third-Party Platform policies.

6.4 Third-party content. Some Coherence Materials describe or link to content owned by others, such as public TikTok videos and TikTok Shop Academy articles. Coherence is not affiliated with or endorsed by TikTok or any other Third-Party Platform. Links to videos are for research and reference and give the Customer no rights in those videos. Performance figures such as views, units sold and GMV come from third-party data sources, are estimates, and may differ from the platform's own figures.

6.5 Third-Party Platforms. The Customer must follow the terms of each Third-Party Platform it uses with the Platform. Coherence is not responsible for a Third-Party Platform changing or withdrawing access, and may change a Licensed Tool when that happens (Clause 11.3).

7. Acceptable use

The Customer must not, and must ensure its Authorised Users do not:

1. resell, sublicense or provide the Platform or Coherence Materials to third parties, or use them to run a service bureau, except as an Order Form allows;
2. copy, extract or systematically download the Coherence Materials, including by scraping or through the API, beyond ordinary use of Output;
3. use the Platform or Coherence Materials to build or train a competing product or AI model;
4. reverse engineer, decompile or try to derive the source code, models or prompts of the Platform, except to the extent the law allows despite this restriction;
5. share sign-in codes, accounts or API keys outside the Customer, or work around Allowances or security limits;
6. access, or try to access, another workspace;
7. submit unlawful content or malware, or use the Platform to break any law or a Third-Party Platform's terms;
8. interfere with the Platform or its security, or load-test it without Coherence's written consent.

8. Fees, tax and payment

8.1 Fees. Fees are as stated in the Plan at checkout or in the Order Form, in US dollars, per month, and are charged in advance for each Subscription Period. The price shown at checkout or in the Order Form governs.

8.2 Card payments. Plans bought online renew automatically each month and are charged to the payment method on file through Stripe, Coherence's payment processor, until cancelled (Clause 9.2).

8.3 Invoices. Business Licences may instead be invoiced monthly under an Order Form, payable by bank transfer within 14 days of the invoice date unless the Order Form says otherwise.

8.4 Taxes. Fees exclude taxes. Coherence adds VAT or sales tax where the law requires it, based on where the Customer states its business is established at checkout, its billing address and the tax identification number it provides. Where the reverse charge applies, the Customer accounts for the VAT. The Customer must keep its billing details and tax numbers accurate.

8.5 Late payment. If an invoice or card payment is overdue, Coherence may suspend the affected Licensed Tool after giving at least 7 days' notice by email. Access returns once payment is received.

8.6 Withholding. The Customer pays fees without deduction or withholding unless the law requires it. If withholding is required, the parties will cooperate to reduce it under any applicable tax treaty, including Coherence providing IRS Form W-8BEN-E or an equivalent residence certificate, and the Customer will give Coherence the official receipt for any amount withheld. Unless an Order Form says otherwise, the Customer pays any additional amount needed so that Coherence receives the fees it would have received without the withholding.

8.7 Price changes. Coherence may change the price of a Plan by giving at least 30 days' notice by email. The new price applies from the first Subscription Period that starts after the notice period, and the Customer may cancel before then. A changed price is a new Plan; existing Plans are never edited.

8.8 Refunds. Fees are not refundable, except as these terms say (Clauses 1.3, 9.4, 11.3 and 14.1) or where the law requires. If the Platform is unavailable for a material part of a Subscription Period because of Coherence's fault, Coherence will, on request, credit the affected fees against the next Subscription Period.

9. Term, renewal and cancellation

9.1 Term. These terms apply from acceptance until every licence under them has ended.

9.2 Cancellation by the Customer. An owner or admin can cancel a card-paid licence at any time from the Billing page, which opens the Stripe billing portal. Cancellation takes effect at the end of the current Subscription Period and access continues until then. Invoiced licences end as the Order Form says, or otherwise on 30 days' notice by email.

9.3 Termination for breach. Either party may terminate a licence by notice if the other materially breaches these terms and does not fix the breach within 14 days of being told about it. Coherence may terminate immediately if the Customer seriously breaches Clause 7.

9.4 Termination by Coherence without cause. Coherence may end a licence on 30 days' notice, for example to retire a Licensed Tool, and will refund fees paid for any period after the end date.

9.5 Effect. When a licence ends, the right to use the Licensed Tool stops. Past Output remains the Customer's and past records stay readable in the workspace while the workspace exists, subject to Clause 5.6. Clauses 4, 5.6, 6, 8 (for amounts due), 12, 14, 15, 21 and 22 survive.

10. Suspension

Coherence may suspend access to a Licensed Tool, in whole or in part, if payment is overdue (Clause 8.5), if needed to prevent harm to the Platform, other customers or third parties, or if the law requires it. Coherence will give notice in advance where reasonably possible, limit the suspension to what is needed, explain the reason, and restore access when the reason ends.

11. The service

11.1 Availability. Coherence uses reasonable efforts to keep the Platform available and secure and to perform maintenance at times of low use. No service level applies unless an Order Form sets one.

11.2 Support. Support is by email to office@coherenceltd.com, in English, on business days in Cyprus. Coherence aims to reply within two business days.

11.3 Changes. Coherence may improve and change the Licensed Tools. If a change materially reduces the core function of a paid Licensed Tool, Coherence gives at least 30 days' notice, and the Customer may cancel that licence with a refund of fees paid for any period after the change.

11.4 Beta. A Licensed Tool marked Beta is still being developed. It is provided as it is, may change more often, is excluded from any service level, and to that extent Article 31(2) of the EU Data Act may apply to it. Its price reflects this.

12. Confidentiality

12.1 Each party will keep the other's confidential information secret, use it only for these terms, and share it only with its staff, advisers and service providers who need it and are bound by similar duties. Customer Data is the Customer's confidential information; the non-public parts of the Platform and Coherence Materials, and pricing in any Order Form, are Coherence's.

12.2 This does not apply to information that is or becomes public through no fault of the recipient, that the recipient already had or develops independently, or that it receives lawfully from someone else. A party may disclose confidential information when the law requires, after telling the other party where lawful.

13. Warranties

13.1 Each party confirms it has the power to enter into these terms.

13.2 Coherence confirms it has the rights needed to grant the licences in Clause 3, and that it will provide each Licensed Tool with reasonable skill and care and substantially as described in its schedule.

13.3 Except as stated in these terms, the Platform, Coherence Materials and Output are provided without any other warranty, express or implied, including of fitness for a particular purpose, accuracy or uninterrupted operation, to the extent the law allows.

14. Indemnities

14.1 By Coherence. Coherence will defend the Customer against a third-party claim that the Platform, as provided by Coherence and used in line with these terms, infringes that third party's intellectual property rights, and will pay damages finally awarded or agreed in settlement. This does not cover claims arising from Customer Data, third-party content (Clause 6.4), Output after the Customer changes it, combinations with things Coherence did not provide, or use that breaches these terms. If such a claim is made, Coherence may obtain the right for the Customer to continue, modify the Platform so it does not infringe, or end the affected licence and refund fees paid for any period after the end date.

14.2 By the Customer. The Customer will defend Coherence against a third-party claim arising from Customer Data, from content the Customer publishes using Output, or from the Customer's breach of Clause 7, and will pay damages finally awarded or agreed in settlement.

14.3 Process. The party seeking protection must tell the other promptly, let it control the defence and settlement (no settlement may impose an obligation on the protected party without its consent), and give reasonable help at the other's cost.

15. Limitation of liability

15.1 Neither party is liable for loss of profit, revenue, goodwill or data, or for any indirect or consequential loss.

15.2 Each party's total liability under or in connection with these terms is limited to the fees paid and payable by the Customer to Coherence in the 12 months before the event giving rise to the claim. For breach of Clause 12 (Confidentiality) or the DPA, the limit is twice that amount.

15.3 Clauses 15.1 and 15.2 do not limit liability for fraud, wilful misconduct, death or personal injury caused by negligence, the Customer's obligation to pay fees, obligations under Clause 14, or anything else that cannot be limited by law.

16. Compliance

16.1 Each party will comply with anti-bribery, export-control and sanctions laws that apply to it. The Customer must not use or allow access to the Platform from a country, or by a person, subject to comprehensive EU, UK, UN or US sanctions.

16.2 Coherence keeps records of the Customer's use of the Platform and its acceptance of these terms as required for tax, audit and legal purposes.

17. Changes to these terms

Coherence may publish a new version of these terms. For existing licences it applies from the first Subscription Period that starts at least 30 days after Coherence emails the Customer's owners and admins about it, or earlier if an owner or admin accepts it. If the Customer does not accept a new version, it may cancel before it takes effect. Each accepted version is recorded. Earlier versions are available on request.

18. Publicity

Neither party will use the other's name or logo in publicity without written consent, except that Coherence may list the Customer as a customer if the Customer agrees in an Order Form.

19. Notices

Notices to the Customer are sent by email to its workspace owners and admins. Notices to Coherence go to office@coherenceltd.com. Notices of breach or termination must say they are given under these terms.

20. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including failures of Third-Party Platforms or hosting providers, provided it takes reasonable steps to reduce the effect. This does not excuse payment of fees.

21. Disputes

21.1 Governing law. These terms and any dispute about them, including non-contractual disputes, are governed by the laws of the Republic of Cyprus.

21.2 Talking first. Before starting proceedings, a party will give the other written notice of the dispute, and senior people from both will try in good faith to resolve it within 30 days.

21.3 Courts. The courts of the Republic of Cyprus have exclusive jurisdiction, unless an Order Form provides for arbitration. Either party may seek urgent injunctive relief in any competent court.

22. General

22.1 Assignment. The Customer may not assign these terms without Coherence's consent. Coherence may assign them to an affiliate or to a successor to its business, with notice.

22.2 Entire agreement. These terms, any Order Form, the DPA, the Terms of Service and the Privacy Policy are the whole agreement about their subject and replace earlier discussions.

22.3 Order of precedence. If documents conflict: an Order Form prevails over the DPA and these terms, but only for the licence it covers; the DPA prevails on processing of personal data; a tool's schedule prevails over the rest of these terms for that tool; and these terms prevail over the Terms of Service and any documentation.

22.4 Severability. If part of these terms is unenforceable, the rest continues, and the parties will replace that part with an enforceable one as close to its intent as possible.

22.5 No waiver. Not enforcing a right is not a waiver of it.

22.6 Independence. The parties are independent contractors.

22.7 Third parties. No one other than the parties has rights under these terms.

22.8 Language. These terms are in English, which prevails over any translation.

Schedule 1: Creator Briefs

What it does. Turns a product and campaign strategy into a creator brief for TikTok Shop, using the product facts the Customer confirms, competitor and reference-video research, and performance data from third-party data providers.

Allowance. Each brief generated counts as one unit. Briefs that fail to generate do not count.

Product claims. A brief states as product claims only the facts the Customer has confirmed in the workspace. Everything else in a brief is a suggestion. The Customer checks every claim against its approved product facts before sending a brief to creators, and is responsible for the claims creators make.

Reference videos. Briefs link to public videos for reference. The Customer and its creators must not reupload or reuse those videos, and must make their own content.

API. Once the Creator Briefs API is released, Business Licences include API access to create and read briefs within the Allowance (Clause 3.3). Until then, briefs are created in the web workspace.

Schedule 2: Seller Advisor

What it does. Answers questions about TikTok Shop fees, policies and operations using a knowledge base Coherence builds and updates daily from public TikTok Shop Academy articles, with links to its sources.

AI assistant. Seller Advisor is an AI system, and says so in the workspace. Answers can be incomplete, out of date or wrong, particularly soon after TikTok changes a policy. The linked TikTok source is authoritative, not the answer. Answers are not legal or tax advice.

Allowance. Each question answered counts as one unit. Questions that fail do not count.

Knowledge base. The knowledge base is Coherence Material. The Customer may not extract or republish it, except for quoting answers in the ordinary course of its business.

API. Once the Seller Advisor API is released, Business Licences include API access to ask questions within the Allowance (Clause 3.3). Until then, questions are asked in the web workspace.

Schedule 3: ContentIQ

What it does. Shows what content performs on TikTok Shop, including hooks, scripts, angles, formats and trends, from a database Coherence builds from public video information and performance data from third-party data providers and refreshes daily.

Availability. ContentIQ is shown as Coming soon until it is released. No fees are charged for it before then.

Estimates. Performance figures are estimates from third-party data providers, not TikTok's own figures, and rankings and scores are Coherence's analysis.

The database. The ContentIQ database is Coherence Material. The Customer may use insights from it in its own content and campaigns, but may not export, republish or resell the database or substantial parts of it. Once the ContentIQ API is released, API access is limited to the Plan's call Allowance, and each API call counts as one unit.

Schedule 4: Receipts Manager

What it does. Finds receipts and invoices in the Customer's connected Google mailboxes, matches them to expenses in the Customer's connected Revolut Business account, and, when the Customer confirms, sends them to the Customer's own Revolut receipts email address.

Allowance. Each receipt filed with Revolut counts as one unit. The number of mailboxes a Plan can connect is shown in the Plan.

Connected accounts. Only a workspace owner or admin can connect a mailbox or Revolut Business account, and only if they are authorised to give access to it. Google access is used only as described in the Privacy Policy and Clause 5.3. Revolut access is read-only. The Customer can disconnect either at any time under Connections.

Confirming matches. Matches are suggestions made with AI. The Customer reviews each match before it is sent. Coherence sends only the emails the tool describes before the Customer allows sending: receipts to the Customer's own Revolut receipts address.

API and MCP. Once the Receipts Manager API is released, Business Licences include API and MCP access to read receipts and matches, start scans and review matches. Sending receipts to Revolut needs its own scope, which only an owner or admin can grant. Documents and details that came from a connected Google mailbox are available through the API only under a scope the owner or admin enables for that key, after being told the data will leave Coherence; the Customer must use them in line with the Developer Terms (Google user data).

Not accounting advice. Receipts Manager helps collect documents. It is not accounting, bookkeeping or tax advice, and the Customer remains responsible for its accounting records and for keeping original documents as the law requires.