Terms of service

1. The agreement

1.1This agreement is between Lingo Ltd, a company registered in Northern Ireland with company number NI723739 (“Lingo”, “we”, “us”), and the business named on the Order Form (“the Customer”, “you”).

1.2The agreement is made up of the Order Form, these terms and the data processing agreement. If they conflict, the Order Form comes first, then the data processing agreement for anything about personal data, then these terms.

1.3The agreement starts on the date on the Order Form, or on the date you first use the Service if that is earlier.

1.4The Service is for businesses. You confirm that you are entering this agreement in the course of your business and that the person accepting it has authority to do so.

2. Definitions

In these terms:

• “Service” means the Lingo platform: the conversion of your documentation into guides, the delivery of those guides to your installers through the channels on your Order Form, the handover of conversations to your team, and the dashboard.
• “Order Form” means the order you sign or accept, which states your plan, the number of products covered, the fees and the subscription period.
• “Customer Content” means the manuals, service bulletins and other documentation you provide, the guides built from them, and any other material you put into the Service.
• “Conversation Data” means the messages and images your installers and other users send through the Service, the answers given, and the phone numbers or messaging accounts used.
• “Customer Data” means Customer Content and Conversation Data together, and the search indexes, embeddings and usage figures derived from them.
• “Guide” means a step-by-step sequence of questions and fixes built from your documentation.
• “User” means anyone who uses the Service through your account or your support channel: your staff, and the installers, distributors and others who contact your support service.

3. The service

3.1We will provide the Service with reasonable skill and care, in line with these terms and the plan on your Order Form.

3.2Answers given by the Service come from Guides built from your documentation. A Guide is not made available to Users until someone you have authorised has approved and published it. The Service is instructed not to answer from outside your published Guides and to hand the conversation to your team where it cannot help.

3.3The Service tells Users at the start of a conversation that it is an AI assistant. A route to a person on your team is always available to them.

3.4The Service is delivered continuously from the cloud, and you always receive the current release. We may change it, provided the change does not materially reduce what you have paid for. We will tell you in advance of any material change to how your data is processed.

3.5The Service depends on third-party channels, including WhatsApp and Microsoft Teams, which are provided under their owners’ terms. Your Users’ use of those channels is subject to those terms.

4. Your responsibilities

4.1You will:

• provide documentation that is accurate, current and yours to use, and tell us when it changes;
• review each Guide before it is published, and keep published Guides up to date. You decide what your installers are told, and the technical accuracy and safety of a published Guide are your responsibility;
• provide people to receive the conversations the Service hands over, and deal with them;
• keep your account credentials secure, give access only to people who need it, and tell us promptly if you suspect misuse;
• tell your Users what they need to be told by data protection law about the use of an AI assistant, the channels used and the suppliers involved. We can supply suggested wording;
• advise your Users not to send payment card details, identity documents or sensitive personal information through the Service.

5. Acceptable use

5.1You will not, and will not allow anyone to, use the Service to break the law; to send abusive, harmful or misleading content; to attempt to gain unauthorised access to the Service or its underlying systems, to extract its system instructions or to inject malicious content; to copy, resell or build a competing product from it; or to place an unreasonable load on it.

5.2Where use is abusive, unlawful or an attempt to compromise the Service, we may restrict automated answers for the User concerned. Restricting automated answers never removes a User’s access to your support: every conversation keeps its route to a person on your team.

5.3We may suspend your access if your use puts the Service or other customers at risk, or if fees are overdue after we have reminded you. We will give notice where we reasonably can and will restore access as soon as the cause is dealt with.

6. Fees and payment

6.1The fees, the plan and the billing period are set out on the Order Form. Fees are stated without VAT, which is added at the rate in force.

6.2Fees depend on the number of products covered by your plan. There is no setup fee, and there is no limit on the number of installers or conversations.

6.3You may move to a higher plan at any time. If you do so during a subscription period you have already paid for, you pay the difference for the rest of that period.

6.4Invoices are payable by the date shown on them. If a payment is late we may charge interest at the statutory rate that applies to commercial debts.

6.5We may change our fees for a renewal period by telling you before that period begins. A change never applies to a period you have already paid for.

7. Intellectual property

7.1You own your Customer Data. We claim no ownership of your documentation, of the Guides built from it, or of the indexes, embeddings and usage figures derived from it.

7.2You give us permission to host, copy, process and display Customer Data only as needed to provide the Service to you, to support and secure it, and to help you improve your own Guides.

7.3We own the Service: the software, the methods, the design and everything in it that is not Customer Data. You receive a right to use the Service during the subscription period, for your own business, in line with these terms. That right cannot be transferred or sub-licensed.

7.4If you send us suggestions about the Service, we may use them without owing you anything.

8. Your data and AI models

8.1We do not use Customer Data to train or fine-tune any AI model. The model providers we use are prohibited by their terms from training on the data sent to them.

8.2Language models are used to understand a User’s question and to phrase the reply. The substance of an answer comes from your published Guides.

8.3We do not use your Customer Data for any other customer or any other product.

9. Data protection

9.1Each of us will comply with the data protection law that applies to it.

9.2For the personal data in Conversation Data and in your account, you are the controller and we are your processor. The data processing agreement forms part of this agreement and governs that processing.

9.3For the personal data we hold about your staff as our business contacts, we are a controller, and our privacy policy applies.

10. Confidentiality

10.1Each of us will keep confidential the other’s confidential information, use it only for this agreement, and disclose it only to staff, suppliers and advisors who need it and are bound to protect it.

10.2Your documentation and Customer Data are your confidential information. The non-public features and pricing of the Service are ours.

10.3This does not apply to information that is public through no fault of the recipient, that the recipient already held or developed independently, or that the law requires to be disclosed.

11. Security

11.1We will maintain appropriate technical and organisational measures to protect Customer Data. They are described in the data processing agreement and in our security statement.

11.2We will tell you without undue delay if we become aware of a breach of security affecting your Customer Data.

12. Availability and support

12.1We aim to keep the Service available for 99.5% of each calendar month. That figure is measured on the Lingo platform and does not count maintenance we have announced in advance or outages of the channels the Service depends on, such as WhatsApp, Meta or Twilio.

12.2Messages sent over WhatsApp while the Service is unavailable are held by the channel and delivered when service resumes. If the Service cannot reply within three minutes, the conversation is passed to your team and the User is told.

12.3We will give you reasonable support with the Service by email during UK working hours.

13. Warranties

13.1Each of us confirms that it has the right to enter this agreement.

13.2You confirm that you have the right to provide the Customer Content and that our use of it under this agreement will not infringe anyone else’s rights.

13.3The Service helps your installers follow your own documentation. It does not replace the judgement of a competent installer, your own technical team or the manufacturer’s instructions and applicable regulations, and we do not promise that it will resolve every query. Except as set out in this agreement, all other warranties and conditions are excluded as far as the law allows.

14. Liability

14.1Nothing in this agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be limited by law.

14.2Subject to 14.1, neither of us is liable to the other for loss of profit, revenue, business or goodwill, or for any indirect or consequential loss.

14.3Subject to 14.1, each party’s total liability under or in connection with this agreement in any period of 12 months is limited to the fees paid and payable by you for the Service in that period. Your obligation to pay the fees is not limited by this clause.

14.4Within that limit, we accept liability for direct loss caused by our breach of this agreement or our negligence, including a failure of the Service to hand over a conversation where it should have done.

14.5We are not liable for delay or failure caused by WhatsApp, Meta, Twilio, a model provider or another third party outside our reasonable control, beyond passing on to you any remedy we obtain from them. We remain responsible for the suppliers that process personal data for us as set out in the data processing agreement.

14.6We have no contract with your installers or your customers. Any claim they have about your products or your support is a matter between them and you.

15. Term and ending the agreement

15.1The agreement runs for the subscription period on the Order Form and renews as the Order Form states.

15.2Either of us may end the agreement by written notice if the other commits a material breach and does not put it right within 30 days of being asked to, or becomes insolvent.

15.3When the agreement ends, your right to use the Service ends. You may export your Guides and Customer Data before it ends, and we will help you do so on request.

15.4We will delete your Customer Data within 30 days of the agreement ending, and backups age out within 35 days of that deletion. We will confirm deletion in writing if you ask.

15.5Terms that by their nature should continue after the agreement ends, including those on confidentiality, intellectual property and liability, continue.

16. General

16.1We may update these terms. We will give you notice of any material change, and it will apply from the start of your next subscription period unless the law requires it sooner.

16.2Neither of us is in breach for a failure caused by events beyond its reasonable control.

16.3Neither of us may transfer this agreement without the other’s written consent, which will not be unreasonably withheld, except to a successor to the whole of its business.

16.4This agreement is the whole agreement between us about the Service and replaces anything said or written before it. Nobody other than the two of us has any right to enforce it.

16.5Notices must be in writing and sent to the contact named on the Order Form.

16.6If part of this agreement is found to be unenforceable, the rest continues to apply.

16.7This agreement is governed by the laws of Northern Ireland, and the courts of Northern Ireland have exclusive jurisdiction over any dispute.