1. Introduction and Acceptance
This Software as a Service Agreement ("Agreement") is a legal contract between you ("Customer", "you", "your") and Hello Canopy Ltd, a company registered in England and Wales ("Hello Canopy", "we", "our", "us"), governing your use of the AI Helpdesk service ("Service").
By creating an account, installing our Slack application, or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are entering into this Agreement on behalf of an organisation, you represent that you have the authority to bind that organisation to these terms.
If you do not agree to these terms, you must not use the Service.
2. Definitions
- "Authorised Users" means employees or contractors of the Customer who are authorised to use the Service
- "Customer Data" means any data, content, or materials uploaded, submitted, or transmitted by Customer through the Service
- "Documentation" means the user guides, help articles, and other documentation provided by Hello Canopy
- "Service" means the AI Helpdesk platform, including the web dashboard and Slack application
- "Subscription Term" means the period during which Customer has paid access to the Service
3. Service Description
3.1 Overview
AI Helpdesk is an artificial intelligence-powered platform that integrates with Slack to provide automated responses to employee questions based on HR policy documents uploaded by the Customer. The Service uses machine learning to generate answers and may not always provide accurate or complete responses.
3.2 Key Features
- Document upload and text extraction (PDF, DOCX, TXT)
- Slack integration for employee question handling
- AI-powered answer generation
- Analytics dashboard with usage metrics
- Question and answer logging
3.3 Service Availability
We will use commercially reasonable efforts to make the Service available 99.5% of the time, excluding scheduled maintenance. We will provide reasonable advance notice of scheduled maintenance that may affect Service availability.
4. Account and Access
4.1 Account Creation
To use the Service, you must create an account and provide accurate, complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
4.2 Organisation Accounts
Each Customer organisation is provided with an isolated workspace. You agree to use the Service only for your organisation's internal business purposes.
4.3 Authorised Users
You may permit your employees and contractors to use the Service as Authorised Users, provided they agree to comply with this Agreement. You are responsible for your Authorised Users' compliance with these terms.
5. Customer Responsibilities
5.1 Acceptable Use
You agree to:
- Use the Service only for lawful purposes
- Upload only documents that you own or have the right to use
- Not upload documents containing sensitive personal data without appropriate safeguards
- Comply with all applicable laws, including data protection legislation
- Inform Authorised Users about appropriate use of the Service
5.2 Prohibited Conduct
You agree not to:
- Attempt to access other customers' data or accounts
- Reverse engineer, decompile, or disassemble the Service
- Use the Service to transmit malware or malicious content
- Circumvent security measures or access controls
- Use the Service in a manner that could damage, disable, or impair it
- Resell, sublicense, or redistribute the Service without authorisation
- Use the Service to provide HR advice as a commercial service to third parties
5.3 Document Content
You are solely responsible for the content of documents you upload. You represent and warrant that:
- You have all necessary rights to upload and use the documents
- Documents do not infringe any third-party intellectual property rights
- Documents comply with applicable laws and regulations
6. Data Protection
6.1 Data Processing
We process Customer Data in accordance with our Privacy Policy and applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
6.2 Customer as Data Controller
Where Customer Data includes personal data of Authorised Users or other individuals, the Customer acts as the data controller and Hello Canopy acts as a data processor. The Customer is responsible for ensuring a valid legal basis for processing such data.
6.3 Data Processing Terms
The following data processing terms apply to our processing of personal data on your behalf:
- We will process personal data only on your documented instructions
- We will implement appropriate technical and organisational security measures
- We will notify you without undue delay upon becoming aware of a personal data breach
- We will assist you in responding to data subject requests
- We will delete or return personal data upon termination of the Agreement
6.4 Sub-processors
You authorise us to engage the following sub-processors for the purposes described in our Privacy Policy:
- Supabase, Inc. – Database hosting, authentication, and file storage
- OpenAI, LLC – AI processing for answer generation
- Vercel Inc. – Application hosting and infrastructure
- Slack Technologies LLC – Workspace messaging integration
We will notify you of any changes to sub-processors. You may object to a new sub-processor by terminating the affected portion of the Service.
7. Third-Party Services
7.1 Slack Integration
The Service integrates with Slack via OAuth 2.0. By connecting your Slack workspace, you:
- Authorise us to access your workspace as described in the OAuth permission scopes
- Acknowledge that Slack's terms of service and privacy policy also apply
- May disconnect our app at any time through Slack workspace settings
We are not responsible for Slack's availability, functionality, or terms. Our Service depends on Slack's API, and any changes to Slack may affect Service functionality.
7.2 OpenAI Processing
By using the Service, you acknowledge and agree that:
- Questions and document content are sent to OpenAI's API for processing
- OpenAI's API data usage policy applies to this processing
- AI-generated answers may contain errors or inaccuracies
- You should not rely on AI answers as definitive HR or legal advice
7.3 Infrastructure Providers
The Service is hosted on Supabase (database) and Vercel (application hosting). These providers maintain their own terms of service and security certifications. We select providers that maintain appropriate security standards and compliance certifications.
8. Intellectual Property
8.1 Our Intellectual Property
The Service, including its software, design, features, and documentation, is owned by Hello Canopy and protected by intellectual property laws. This Agreement does not grant you any ownership rights in the Service.
8.2 Your Content
You retain all ownership rights in your Customer Data. You grant us a limited, non-exclusive licence to use Customer Data solely to provide the Service to you.
8.3 Feedback
If you provide suggestions, ideas, or feedback about the Service, we may use such feedback without obligation to you.
9. Subscription and Payment
9.1 Subscription Plans
The Service is offered on a subscription basis. Current pricing and plan details are available on our website. We reserve the right to change pricing with 30 days' notice.
9.2 Free Trial
We may offer a free trial period. At the end of the trial, your access will be suspended unless you subscribe to a paid plan. We are not obligated to provide refunds if you fail to cancel before the trial ends.
9.3 Payment Terms
Subscription fees are due in advance for each billing period. All fees are non-refundable except as expressly stated in this Agreement or required by law.
9.4 Taxes
All fees are exclusive of applicable taxes (including VAT). You are responsible for paying any taxes associated with your use of the Service.
10. Disclaimer of Warranties
The Service is provided "as is" and "as available" without warranty of any kind, express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
We do not warrant that:
- AI-generated answers will be accurate, complete, or suitable for your purposes
- The Service will be uninterrupted, secure, or error-free
- The Service will meet your specific requirements
- Any defects will be corrected
You are solely responsible for reviewing and verifying AI-generated content before relying on it. The Service does not constitute legal or professional HR advice.
11. Limitation of Liability
11.1 Exclusion of Certain Damages
To the maximum extent permitted by law, Hello Canopy shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill, arising out of or relating to this Agreement or the Service.
11.2 Cap on Liability
Our total liability under this Agreement shall not exceed the amounts paid by you for the Service during the twelve (12) months preceding the claim.
11.3 Exceptions
The limitations in this section do not apply to: (a) either party's breach of confidentiality obligations; (b) either party's indemnification obligations; (c) your payment obligations; or (d) liability that cannot be limited under applicable law.
12. Indemnification
You agree to indemnify, defend, and hold harmless Hello Canopy and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or relating to:
- Your use of the Service
- Your Customer Data
- Your breach of this Agreement
- Your violation of any applicable law or third-party rights
13. Term and Termination
13.1 Term
This Agreement begins when you create an account and continues until terminated in accordance with this section.
13.2 Termination by Customer
You may terminate this Agreement at any time by closing your account through the dashboard settings. Termination takes effect at the end of your current billing period.
13.3 Termination by Hello Canopy
We may terminate or suspend your access to the Service:
- Immediately if you breach this Agreement
- Upon 30 days' notice for any reason
- Immediately if required by law or to prevent harm
13.4 Effect of Termination
Upon termination:
- Your right to use the Service ceases immediately
- We will delete your Customer Data within 30 days
- You may request export of your data before termination
- Provisions that by their nature should survive will remain in effect
14. Confidentiality
Each party agrees to keep confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential. This obligation does not apply to information that: (a) is or becomes publicly available; (b) was known prior to disclosure; (c) is independently developed; or (d) is rightfully obtained from a third party.
15. Modifications to Agreement
We may modify this Agreement from time to time. We will provide at least 30 days' notice of material changes by email or through the Service. Your continued use of the Service after the effective date of changes constitutes acceptance of the modified Agreement.
If you do not agree to the modified terms, you may terminate your subscription before the changes take effect.
16. General Provisions
16.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales for any disputes arising under this Agreement.
16.2 Entire Agreement
This Agreement, together with the Privacy Policy and any order forms, constitutes the entire agreement between the parties regarding the Service and supersedes all prior agreements and understandings.
16.3 Severability
If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.
16.4 Waiver
The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
16.5 Assignment
You may not assign this Agreement without our prior written consent. We may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets.
16.6 Notices
Notices under this Agreement shall be sent by email to the addresses on file. You may send notices to: legal@hellocanopy.io
16.7 Force Majeure
Neither party shall be liable for any failure to perform due to circumstances beyond its reasonable control, including natural disasters, acts of government, or third-party service outages.
17. Contact Information
For questions about this Agreement, please contact us:
Hello Canopy Ltd
Legal Department
Email: legal@hellocanopy.io
Website: hellocanopy.io