Clear responsibilities.
Safer customer service.

1. Acceptance and eligibility

These Terms of Service ("Terms") are an agreement between you and HelpTooly ("HelpTooly," "we," "us," or "our"). They govern access to and use of our website, client workspace, chatbots, setup services, booking and live-chat features, integrations, and related services (collectively, the "Service").

You accept these Terms by creating an account, purchasing setup or a subscription, clicking an acceptance control, or accessing or using the Service. If you use the Service for a company or other organization, you represent that you have authority to bind it, and "Customer" means that organization and its authorized users.

You must be legally capable of entering a contract. The Service is intended for businesses and is not directed to children. If you do not agree to these Terms, do not use the Service.

2. The Service

HelpTooly provides configurable customer-support tools that may answer routine questions using Customer-provided knowledge, capture leads, preserve conversation history, collect appointment requests, support live human takeover, and provide workspace controls. Features vary by plan and configuration.

Setup and monthly service are separate. Purchasing setup does not activate the chatbot for website visitors. Activation requires completed configuration, an approved website connection, an active subscription, and any final review we reasonably require.

Unless we sign a separate written service-level agreement, the Service has no guaranteed response time, uptime, lead volume, conversion rate, appointment volume, revenue result, or business outcome.

3. Accounts, authority, and security

• Customer must provide accurate account and business information and keep it current.
• Customer decides who may access its workspace, assigns appropriate roles, reviews invitations, and promptly removes access that is no longer authorized.
• Each user must protect their credentials and must not share an account. Customer is responsible for activity performed through its accounts except to the extent caused by HelpTooly's breach of these Terms.
• Customer must promptly notify us at helptooly@gmail.com of suspected unauthorized access, credential compromise, or misuse.
• Customer represents that it owns, controls, or has permission to configure the business and website connected to its workspace.

4. Customer responsibilities

Customer controls its business operations and customer relationships and is solely responsible for:

• The accuracy, completeness, legality, and ongoing review of business knowledge, instructions, offers, hours, prices, policies, availability, branding, and other content supplied to the Service.
• Reviewing chatbot behaviour and correcting outdated, incomplete, or inappropriate information before and during use.
• Honouring statements, bookings, offers, commitments, and follow-up made by Customer or its team, and independently confirming important details before relying on chatbot output.
• Its website, products, services, professional advice, licences, permits, advertising, accessibility, consumer disclosures, taxes, refunds, records, and compliance with laws applicable to its business.
• Providing notices and obtaining consents required to collect, use, disclose, record, or process visitor, lead, employee, and customer information through its website and chatbot.
• Maintaining a lawful privacy policy and other notices appropriate for its website and use of HelpTooly.
• Responding to end-user requests, complaints, emergencies, disputes, and legal obligations related to Customer's business.

HelpTooly does not become a party to a transaction or relationship between Customer and an end user merely because the Service supports their interaction.

5. Acceptable use

Customer and its users must not use the Service to:

• Break any law, infringe intellectual-property, privacy, publicity, consumer, or other rights, or facilitate fraud, deception, harassment, discrimination, exploitation, or harm.
• Collect payment-card details, passwords, government identifiers, health records, precise financial credentials, or other highly sensitive information through ordinary chatbot messages.
• Provide emergency, medical, legal, financial, credit, employment, housing, insurance, or other high-impact decisions or advice without qualified human review and all legally required safeguards.
• Upload malware, bypass security, interfere with the Service, scrape protected areas, reverse engineer except where the law expressly permits it, or use the Service to attack any system.
• Misrepresent automated output as guaranteed, professionally verified, or authored by a human when that representation would be false or misleading.
• Use content or data without the necessary rights, notices, and consents.

We may investigate suspected misuse and remove content, limit features, suspend access, or cooperate with lawful authorities when reasonably necessary to protect the Service, users, or others.

6. AI and automated features

AI-generated responses are probabilistic and may be inaccurate, incomplete, outdated, offensive, or unsuitable. Similar inputs may produce different outputs. The Service is not a substitute for Customer's judgment, professional advice, emergency services, or human review.

Customer is responsible for testing its configuration, monitoring use, reviewing important outputs, maintaining escalation paths, and deciding whether and how to use any output. Customer must not rely on an output as the sole basis for a decision that could materially affect a person's rights, safety, finances, health, employment, housing, credit, insurance, or access to essential services.

HelpTooly does not warrant that outputs will be unique or free from third-party claims. Customer must assess whether an output is appropriate and lawful for its intended use.

7. Customer data and privacy

Our Privacy Policy explains how HelpTooly handles personal information. Customer retains its rights in content and data it provides to the Service ("Customer Data"). Customer grants HelpTooly and its service providers a non-exclusive, worldwide licence to host, copy, transmit, process, display, and otherwise use Customer Data only as reasonably necessary to provide, secure, support, and improve the Service, comply with law, and enforce these Terms.

As between Customer and HelpTooly, Customer determines the purpose for which its end-user information is collected and used, while HelpTooly processes that information to provide the Service. Each party remains responsible for the privacy, security, and legal obligations that apply to it. Nothing in these Terms transfers a statutory duty away from the party on which the law places it.

Customer instructs HelpTooly to process Customer Data as configured through the Service and represents that it has a lawful basis and all necessary rights, notices, and consents to do so.

8. Fees, subscriptions, taxes, and cancellation

• Prices are shown in Canadian dollars unless stated otherwise. Applicable government-imposed taxes may be added at checkout.
• Customer authorizes the selected payment provider to charge the disclosed amount for setup or the selected recurring subscription.
• Subscriptions continue monthly until cancelled. Customer may cancel through the workspace where available or by contacting HelpTooly. Cancellation takes effect at the end of the current paid billing period unless applicable law requires otherwise.
• Setup work may begin after payment. Setup fees are non-refundable once work has begun, and subscription fees are non-refundable for a partially used billing period, except where required by law or expressly agreed by HelpTooly in writing.
• Customer is responsible for applicable taxes other than taxes on HelpTooly's net income.
• We may suspend paid features after a failed, reversed, disputed, or overdue payment. Chargebacks made without a good-faith basis may result in suspension while the matter is reviewed.

Any mandatory consumer cancellation, refund, disclosure, or other right provided by applicable law continues to apply and is not waived by these Terms.

9. Ownership and licences

HelpTooly and its licensors own the Service, software, interfaces, documentation, designs, trademarks, and related intellectual property, excluding Customer Data. Subject to these Terms and payment of applicable fees, HelpTooly grants Customer a limited, non-exclusive, non-transferable, revocable right to use the Service for its internal business operations during the subscription term.

Customer may provide feedback. Customer grants HelpTooly a perpetual, irrevocable, worldwide, royalty-free right to use feedback without restriction or obligation, provided we do not identify Customer publicly without permission.

10. Third-party services

The Service may depend on or connect to third-party services, including hosting, database, authentication, AI, email, calendar, website, Stripe, and PayPal services. Third-party terms and privacy practices may apply. HelpTooly does not control and is not responsible for third-party services, outages, changes, data practices, or acts, except to the extent responsibility cannot legally be excluded.

Customer is responsible for maintaining any third-party account, permission, or integration it chooses to connect and for complying with the provider's terms.

11. Availability, support, and changes

We may maintain, update, replace, limit, or discontinue features and may use reasonable technical limits to protect reliability and security. We will try to provide reasonable notice of a material reduction to paid core functionality when practical.

Maintenance, security events, internet conditions, third-party failures, and events outside our reasonable control may interrupt the Service. Customer must maintain its own customer-support fallback and copies of information it is legally or operationally required to retain.

12. Suspension and termination

Customer may stop using the Service and cancel its subscription. We may suspend or terminate access immediately if Customer materially breaches these Terms, creates a security or legal risk, fails to pay, abuses the Service, or exposes HelpTooly or others to harm. Where the issue can reasonably be cured, we may provide an opportunity to do so.

On termination, Customer's right to use the Service ends. Provisions that by their nature should survive—including payment obligations, ownership, disclaimers, indemnity, liability limits, dispute terms, and general provisions—will survive. Data may be retained or deleted according to our Privacy Policy, legal duties, operational requirements, and any written agreement.

13. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." HELPTOOLY DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND COLLATERAL WARRANTIES AND CONDITIONS, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

HELPTOOLY DOES NOT WARRANT THAT THE SERVICE OR ANY OUTPUT WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, ACCURATE, COMPLETE, UNIQUE, COMPLIANT FOR CUSTOMER'S INDUSTRY, OR SUITABLE FOR ANY PARTICULAR DECISION OR RESULT. NO ORAL OR WRITTEN INFORMATION CREATES A WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Some jurisdictions do not allow certain exclusions. In that case, an exclusion applies only to the maximum extent permitted by law.

14. Customer indemnity

To the maximum extent permitted by law, Customer will defend, indemnify, and hold harmless HelpTooly and its owners, officers, employees, contractors, and service providers from third-party claims, demands, proceedings, damages, judgments, settlements, penalties, fines, costs, and reasonable legal fees arising from or related to:

• Customer Data, Customer's website, products, services, representations, instructions, or business operations;
• Customer's or its users' breach of these Terms, misuse of the Service, violation of law, or infringement of another person's rights;
• Customer's collection, use, disclosure, retention, or processing of end-user information;
• A dispute between Customer and an end user, employee, contractor, website provider, or other third party; or
• Customer's reliance on or use of AI-generated or automated output without appropriate review.

This obligation does not apply to the extent a claim is finally determined to have resulted from HelpTooly's fraud, wilful misconduct, or liability that cannot legally be limited. HelpTooly will provide reasonable notice of an indemnified claim and may control its defence, provided Customer may participate with counsel at its own expense.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HELPTOOLY AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, SAVINGS, GOODWILL, BUSINESS, OPPORTUNITY, DATA, OR CUSTOMERS; BUSINESS INTERRUPTION; COST OF SUBSTITUTE SERVICES; OR CLAIMS ARISING FROM CUSTOMER'S END USERS, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THEIR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE FEES CUSTOMER PAID TO HELPTOOLY FOR THE AFFECTED SERVICE DURING THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (B) CAD $100.

The exclusions and cap apply regardless of the legal theory and even if a remedy fails of its essential purpose. They do not limit liability for HelpTooly's fraud or wilful misconduct, or any liability that applicable law does not permit us to exclude or limit.

16. Disputes, governing law, and claims

Before starting a formal proceeding, each party agrees to send written notice describing the dispute and to make a good-faith effort to resolve it for at least 30 days. Notices to HelpTooly must be sent to helptooly@gmail.com.

These Terms are governed by the laws of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-law rules. Subject to any rights that cannot legally be waived, the parties submit to the exclusive jurisdiction of the courts located in Ontario.

To the maximum extent permitted by law, a claim arising from the Service or these Terms must be commenced within one year after the claimant knew or reasonably should have known of the facts giving rise to it. This does not shorten a limitation period that applicable law does not permit the parties to shorten.

Nothing in these Terms waives or restricts any substantive or procedural right, remedy, forum, or limitation period that applicable consumer-protection or other law does not allow a party to waive.

17. General terms

These Terms, the Privacy Policy, the plan and price presented at purchase, and any signed order or written addendum form the entire agreement concerning the Service. If a signed agreement expressly conflicts with these Terms, the signed agreement controls for that conflict.

Customer may not assign these Terms without our written consent. We may assign them in connection with a merger, financing, reorganization, sale of assets, or transfer of the Service. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will continue in effect.

We may update these Terms prospectively. We will post the revised Terms and update the effective date. For material changes affecting an active paid Service, we will provide reasonable notice through the Service or by email where appropriate. Continuing to use the Service after the effective date constitutes acceptance to the extent permitted by law; if Customer does not agree, its remedy is to stop using the Service and cancel before the changes take effect.

Headings are for convenience only. "Including" means "including without limitation." Electronic notices and records may be used where permitted by law.