These terms govern your use of Utter (the "Service") operated by UTTER L.L.C-FZ (the "Company", "we", "us"), a free-zone company incorporated in Dubai, United Arab Emirates, with offices at Meydan Grandstand, 6th Floor, Meydan Road, Nad Al Sheba, Dubai. You accept these terms when you create an account and confirm your acceptance on the acceptance screen; we keep a dated record of that acceptance. If you use the Service on behalf of an organisation, you confirm that you have authority to bind it.
1. The Service
Utter is a multi-tenant project management application. We provide hosting, workspace administration, email delivery, notifications, and storage for files you upload. The Service is provided on an "as is" basis.
2. Accounts
You sign in with a magic link sent to your email address. You are responsible for keeping your email account secure. We will treat anyone in possession of a valid magic link as authorised to act on your account.
3. Workspaces and roles
Each workspace has exactly one owner, plus admins, members, viewers, and guests. Owners may transfer ownership, change member roles, and delete the workspace. Admins may manage members and projects but may not delete the workspace or transfer ownership. Members may create and edit their own issues and comments. Viewers are read-only. Guests have limited access to only the projects they are invited to.
4. Members, invited users, and machine access
A workspace is used by people the owner or admins invite, and may also be used by machine clients: API keys, connected AI agents, integrations, and webhooks.
- Every person who joins a workspace accepts these terms for themselves the first time they sign in; until they do, they cannot use the Service.
- Machine clients do not sign in and cannot accept anything. They act under the authority of the workspace and of the member who created or connected them, and that member's acceptance of these terms covers what the client does.
- If you are an owner or admin, you must inform the people you invite, and anyone operating a machine client against your workspace, that these terms and the
/legal/privacyPrivacy Policy apply to the workspace's data. You are responsible to us for the activity of your workspace's API keys and agents.
Actions taken by agents are shown in the workspace's audit trail and attributed to the agent identity, so members can see which changes were made by machines.
5. Your content
You retain all rights to the content you upload, post, or write inside the Service (the "User Content"). You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, and back up the User Content solely to operate the Service for you and the members you have invited.
6. Acceptable use
You agree not to:
- upload content that violates any law or third-party right;
- upload malware or attempt to compromise the Service;
- scrape, abuse, or interfere with the Service or other users;
- resell access without our written permission.
We may suspend or terminate accounts that breach this clause without prior notice when the breach is material or ongoing.
7. AI features and agents
The Service includes AI features (for example summaries, drafting, triage, and an assistant chat) and lets workspaces connect external AI agents that read and write workspace data through our API. AI output can be wrong or incomplete. It is a starting point for a human decision, not professional advice, and you are responsible for reviewing it before relying on it. AI usage consumes the AI credits included in your plan or bought separately, as described on /pricing. You are responsible for the actions of the agents you connect, including the content they create and the changes they make.
8. Fees and billing
The Service offers a Free plan and paid plans as described on /pricing. Paid plans are billed per seat through our payment provider. Some features, including AI features, consume credits. Prices exclude taxes unless stated otherwise. Cancelling a paid plan takes effect at the end of the current billing period; we do not pro-rate refunds unless the law requires it. If a renewal payment fails, we will notify you by email and retry before downgrading the workspace to the Free plan.
9. Changes to the Service and pricing
Utter is an evolving product in a fast-moving area, and we are still stabilising what AI-assisted project management costs to run. Features, plans, limits, prices, and policies will therefore change as the product matures. We may add, change, or remove features at any time.
If a change increases what you pay, or removes a paid feature your workspace actively uses, we will email workspace owners at least thirty (30) days before it takes effect. You may export your data and cancel before the change applies. Changes to these terms themselves are handled in section 18.
10. Data protection
Our processing of personal data is described in the /legal/privacy Privacy Policy. By using the Service you agree to that policy.
11. Workspace data export and deletion
Workspace owners may export workspace content at any time and may delete the workspace from settings. Deleted workspaces are soft-deleted for 30 days before being purged from active storage; backup retention is described in the Privacy Policy.
12. Sub-processors
We use Resend (transactional email), Cloudflare (DNS, CDN, and object storage), Stripe (payment processing), Anthropic and OpenAI (AI model providers), Google (analytics, only with your consent), and database infrastructure operated by us in the EU. We may add or change sub-processors and will keep the list current in the Privacy Policy.
13. Intellectual property
The Service, its source code, brand, logos, and design are the property of the Company. Nothing in these terms transfers any of those rights to you, except the limited right to use the Service.
14. Disclaimers
The Service is provided without warranties of any kind, express or implied. We do not guarantee that the Service will be uninterrupted, error-free, or that any specific result will be obtained.
15. Limitation of liability
To the maximum extent permitted by law, our aggregate liability for any claim arising out of or relating to the Service is capped at the greater of (a) the fees you paid us in the twelve months preceding the event giving rise to the claim, or (b) one hundred US dollars (US$100). We are not liable for indirect, incidental, special, or consequential damages.
16. Indemnification
You agree to indemnify and hold us harmless from any claim, demand, liability, cost, or expense (including reasonable legal fees) arising out of your User Content or your breach of these terms.
17. Governing law and jurisdiction
These terms are governed by the laws of the Dubai International Financial Centre (DIFC). The DIFC Courts have exclusive jurisdiction over any dispute. The parties will use good-faith efforts to resolve disputes informally for thirty (30) days before resorting to court.
18. Changes to these terms
We may update these terms. Material changes will be announced by email to workspace owners at least fourteen (14) days before they take effect, and we will ask every user to review and accept the updated terms the next time they use the Service. If you do not accept, you may export your data and stop using the Service; continued use after the effective date requires acceptance.
19. Contact
Questions about these terms: [email protected].