Terms & Conditions
Please read these Terms and Conditions carefully before subscribing to or using ThreadDesk. By creating an account or using the Services you agree to be bound by them. If you do not agree, do not use the Services.
1. Definitions
- "Agreement" means these Terms and Conditions together with the Privacy Policy and any Data Processing Agreement.
- "Company", "we", "us" means eSolutions Softhouse Limited.
- "Customer", "you" means the person or organisation subscribing to the Services.
- "Services" means the ThreadDesk chat widget, application, AI features and Slack integration.
- "Customer Data" means data you or your end users submit to the Services, including chat messages, contact details and Learnings.
- "End User" means a visitor to your website who interacts with the ThreadDesk widget.
- "Learning" means a knowledge entry generated from a resolved conversation.
2. The agreement
The Agreement takes effect when you create an account and continues until terminated under clause 17. If you enter into it on behalf of an organisation, you confirm that you have authority to bind that organisation.
3. The Services
We provide a hosted live chat service that delivers website conversations into your Slack workspace, together with AI features that answer questions from a knowledge base built from your resolved conversations. We provide the Services on a software-as-a-service basis; no software is licensed for installation on your systems beyond the embed script.
We may modify, add to or discontinue features. Where a change materially reduces functionality you rely on, we will give you [NOTICE PERIOD] notice and you may terminate without penalty.
4. Accounts and eligibility
The Services are intended for business use. You must be at least 18 and capable of forming a binding contract. You are responsible for keeping your credentials confidential and for all activity under your account. Tell us promptly at [email protected] if you suspect unauthorised access.
5. Subscription licence
Subject to the Agreement and payment of the applicable fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the Services during the subscription term for your internal business purposes. You may not sublicense, resell or make the Services available to any third party except as your own end users interacting with your widget.
6. Plans, trials and the Free plan
- Free plan. Free of charge with no time limit and no payment card required. Limited to 10 AI conversations per month and 24-hour chat history. We may change these limits on notice.
- Paid plans. Pro and Business are billed monthly in advance at the prices shown on our website. Prices exclude VAT and any other applicable taxes, which are added where required.
- Trial. Paid plans begin with a 30-day free trial. Unless you cancel before the trial ends, the subscription converts to a paid subscription and the first payment is taken.
- Usage limits. Plan limits are set out on our pricing page and form part of the Agreement. If you exceed them we may contact you to upgrade, or restrict further use until the next billing period.
7. Fees, invoicing and payment
Fees are payable in advance by the payment method you supply and renew automatically each billing period until cancelled. Payments are handled by our payment provider; we do not store card details.
If payment fails, we may retry and may suspend the Services after notice. Except where the law requires otherwise, fees already paid are non-refundable, and cancelling part-way through a billing period does not entitle you to a pro-rata refund; your subscription continues until the end of the period already paid for.
We may change prices on [NOTICE PERIOD] written notice. If you do not accept a price change, you may terminate before it takes effect.
8. Acceptable use
You must not, and must not permit anyone else to:
- use the Services unlawfully, or to send unlawful, abusive, defamatory or infringing content;
- use the Services to send unsolicited bulk messages;
- attempt to gain unauthorised access to the Services or related systems, or probe or test their security without our written consent;
- reverse engineer, decompile or attempt to derive the source code of the Services, except to the extent this restriction cannot lawfully be excluded;
- use the Services to build a competing product, or to benchmark them for publication without our consent;
- impose an unreasonable load on the Services or circumvent usage limits;
- remove or obscure any proprietary notices.
We may suspend access immediately where we reasonably believe this clause has been breached or where continued access poses a security or legal risk.
9. Customer data and responsibilities
As between you and us, you own Customer Data. You grant us a licence to host, process and transmit it as needed to provide the Services and as described in the Privacy Policy.
You are responsible for:
- providing your End Users with any notice, and obtaining any consent, required for you to collect their data through the widget;
- the accuracy and legality of Customer Data;
- the content your team posts in response, including anything that becomes a Learning;
- configuring the widget appropriately, including what personal data it asks End Users to supply.
10. AI output
AI-generated responses are produced automatically from your knowledge base and may be inaccurate, incomplete or unsuitable. You are responsible for reviewing and configuring the Services appropriately, including deciding when the AI is permitted to answer without a human. We do not warrant that AI output will be accurate, and you should not rely on it for legal, financial, medical or other professional advice.
You are responsible for the AI responses your widget sends to your End Users to the same extent as if a member of your team had sent them.
11. Third-party services
The Services integrate with Slack and other third-party services. Your use of those services is governed by their own terms, and we are not responsible for their availability, acts or omissions. If a third-party service changes or ceases to be available, the corresponding ThreadDesk functionality may change or stop working.
12. Intellectual property
All intellectual property in the Services, including the software, interfaces, documentation and the ThreadDesk name and logo, belongs to us or our licensors. Nothing in the Agreement transfers any of it to you beyond the licence in clause 5.
If you give us feedback or suggestions, we may use them without restriction or obligation to you.
13. Availability and support
We target monthly availability of 99.9% for the Services, measured as the percentage of the calendar month in which the chat widget and application are reachable, excluding planned maintenance notified in advance and periods of unavailability caused by events outside our reasonable control (including failures at Slack or other third-party providers).
This target is a statement of the service level we operate to. It is not a contractual service level agreement and does not entitle you to service credits, refunds or other remedies. If you require a contractual SLA with credits, contact us and we will discuss a separate written agreement. [CONFIRM the 99.9% figure matches your actual measured availability, since it is also advertised in the site footer. If you cannot evidence it, lower the number in both places or remove the footer badge.]
We may carry out planned maintenance, and will give reasonable notice where it is likely to cause material disruption. Support is provided by email and in-app chat; priority support is included with the Business plan.
14. Warranties
We warrant that we will provide the Services with reasonable skill and care. Except as expressly stated, and to the fullest extent permitted by law, the Services are provided "as is" and we exclude all other warranties, whether express or implied, including implied warranties of satisfactory quality, fitness for a particular purpose and non-infringement.
You warrant that you have all rights and consents necessary for us to process Customer Data as contemplated by the Agreement.
15. Liability
Nothing in the Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded.
Subject to that, neither party is liable for loss of profit, revenue, business, anticipated savings, goodwill or data, or for any indirect or consequential loss, however arising.
Subject to the above, our total aggregate liability arising out of or in connection with the Agreement in any twelve-month period is limited to [LIABILITY CAP — e.g. the total fees paid by you in the twelve months preceding the claim. Confirm with counsel; a cap that is unreasonable may be unenforceable.]
16. Indemnity
You will indemnify us against all claims, losses and reasonable costs arising from your breach of clause 8 (Acceptable use) or clause 9 (Customer data and responsibilities), or from any claim by an End User relating to your collection or use of their data.
17. Term and termination
You may cancel at any time from your account settings; cancellation takes effect at the end of the current billing period.
Either party may terminate on written notice if the other commits a material breach that is not remedied within [CURE PERIOD] of written notice, or becomes insolvent or enters liquidation (other than for a solvent restructuring).
We may terminate or suspend immediately if you use the Services in breach of the Agreement or if we are legally required to do so.
On termination your right to use the Services ends. We will make Customer Data available for export for [EXPORT WINDOW] after termination, after which it is deleted in accordance with the Privacy Policy. Clauses that by their nature should survive termination will do so.
18. Confidential information
Each party will keep the other's confidential information confidential, use it only for the purposes of the Agreement, and disclose it only to those who need it and are bound by equivalent obligations. This does not apply to information that is public through no breach, was already lawfully known, is independently developed, or must be disclosed by law.
19. Data protection
Each party will comply with applicable data protection law. Where we process personal data on your behalf as processor, we do so under [REFERENCE AND LINK TO THE DATA PROCESSING AGREEMENT, OR STATE THAT THE DPA TERMS ARE SET OUT IN AN ANNEX TO THESE TERMS], which forms part of the Agreement. Our handling of personal data for which we are controller is described in the Privacy Policy.
20. Force majeure
Neither party is liable for failure or delay caused by events beyond its reasonable control, including failures of third-party networks or providers, provided it takes reasonable steps to mitigate the effect.
21. Changes to these terms
We may update these terms. We will give notice of material changes by email or in the Services before they take effect. Continuing to use the Services after a change takes effect means you accept it; if you do not, you may terminate.
22. General
The Agreement is the entire agreement between the parties on its subject matter and supersedes prior discussions. If a provision is held unenforceable, the rest remains in force. A failure to enforce a right is not a waiver of it. You may not assign the Agreement without our written consent; we may assign it to an affiliate or in connection with a sale of our business.
The Agreement is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or equivalent legislation.
The Agreement is governed by the laws of [GOVERNING LAW], and the courts of [JURISDICTION] have exclusive jurisdiction, except that either party may seek injunctive relief in any competent court.
23. Contact
eSolutions Softhouse Limited — ThreadDesk
Registered address: [REGISTERED ADDRESS]
Company registration number: [COMPANY NUMBER]
Email: [email protected]