Status: draft. Not legal advice. Do not publish before a lawyer has read it.
See README.md in this folder for what to have them check — particularly §§9
and 10, which are commercial decisions dressed as legal boilerplate.
Last updated: [DATE] Governing law: [JURISDICTION]
1. Who this is between
These terms are between [LEGAL ENTITY NAME] ("TicketModules", "we", "us"), company number [COMPANY NUMBER] of [REGISTERED ADDRESS], and you — the person or company that signs up for a workspace.
By creating a workspace you accept these terms. If you are agreeing on behalf of a company, you are confirming you are allowed to bind it.
Two other documents form part of this agreement:
- the Privacy Policy (
PRIVACY.md), and - the Data Processing Agreement (
DPA.md), which applies automatically and needs no separate signature — you will be holding your own customers' personal data here from the day you start.
2. What the service is
A hosted support desk. You get a workspace with an email address and a customer portal, your buyers open tickets, your team answers them. Depending on your plan you also get AI-drafted replies, live chat, a knowledge base, purchase verification, and outbound webhooks.
We may change or remove features. Where a change materially reduces what you are paying for, we will tell you at least 30 days beforehand and you may cancel and receive a pro-rata refund of the unused period.
3. Your account
You are responsible for what happens under your account: keeping credentials secure, what your team members do, and telling us promptly if you think somebody has got in who should not have. We strongly recommend turning on two-factor authentication.
You must be at least 18 and give us accurate details.
4. Plans, payment and renewal
Fees are shown on the pricing page when you subscribe. Plans renew automatically — monthly or yearly, as you chose — until cancelled.
Free trial. New workspaces get a trial. At the end of it, a workspace with no subscription drops to the Free plan rather than being switched off. Your data stays.
Failed payments. We will retry and email you. If it stays unpaid we may suspend the workspace. We do not delete data for non-payment — a suspended workspace becomes read-only, so you can always get your history out. It remains recoverable for at least 30 days after suspension.
Cancelling. Cancel any time; it takes effect at the end of the period you have paid for. We do not refund partial periods except as §2 requires or the law demands.
Price changes. At least 30 days' notice by email, effective at your next renewal, and you may cancel before then.
Tax. Prices exclude VAT and sales tax unless stated. You are responsible for taxes on your own sales to your own customers.
5. What you may not do
Do not use TicketModules to:
- break the law, or help anybody else to;
- send unsolicited bulk email — this is a support desk, not a marketing tool, and using it as one puts our sending reputation at risk for every other customer, so we treat it as a serious breach;
- upload malware, or content you have no right to;
- harass anybody, or host material that is unlawful or abusive;
- attack, probe or overload the service, or try to reach data belonging to another workspace;
- resell the service as your own without a written agreement with us;
- point a webhook at an address you do not control or are not authorised to send to.
We may suspend a workspace immediately where there is a real risk to the service or to other customers. We will tell you why, and restore it if the problem is resolved.
6. Your data
You own it. Your tickets, customers, articles and files remain yours. We claim no ownership and no licence beyond what is needed to run the service for you: storing it, transmitting it, backing it up, and processing it through the features you switch on.
Getting it out. Export is available on your plan as described on the pricing page. We will not hold your data hostage. If export is ever unavailable when you need it, ask us and we will get it to you.
Deletion. Delete your workspace and we wait seven days — cancellable — then delete it irreversibly. Backups are retained for a further 14 days; the Privacy Policy §8 explains exactly what that means and does not pretend otherwise.
Your own compliance. You decide what to collect from your customers and why, and it is your responsibility to have a lawful basis for it and to tell them what you are doing. We provide the tools; we cannot make those decisions for you. See the DPA.
7. Our intellectual property
The software, its design and its documentation are ours and stay ours. These terms grant you a limited, non-exclusive, non-transferable right to use the service while you are paying for it. You may not copy, decompile or resell it.
Feedback you send us — bug reports, feature suggestions — we may use freely and without owing you anything. If that matters to you, do not send it.
8. Availability
We publish a status page and aim for high availability on every plan.
On the Studio plan there is a contractual uptime commitment with service credits — see the Service Level Agreement, which forms part of this agreement for those customers. On Free and Author the service runs on the same infrastructure and is monitored the same way; the difference is that no money is attached to the number.
We will give notice of planned maintenance where we reasonably can. Emergency maintenance may happen without notice, because the alternative is worse.
9. Warranties
The service is provided "as is". To the fullest extent the law allows, we exclude implied warranties of merchantability, fitness for a particular purpose and non-infringement.
Specifically about AI: AI-drafted replies are suggestions for a human to review. They can be wrong, and they can be confidently wrong. The product is built so a person reads and edits every draft before it is sent. We do not warrant that a draft is accurate, and you remain responsible for what your team sends to your customers.
Nothing here excludes liability that cannot lawfully be excluded — including death or personal injury caused by negligence, and fraud.
ASSUMPTION: consumer-protection law in [JURISDICTION] may override parts of this if you ever sell to individuals rather than businesses. Ask.
10. Liability
To the fullest extent the law allows, neither party is liable for indirect or consequential loss, loss of profit, loss of goodwill, or loss of data beyond the cost of restoring it from a backup.
Our total liability in any 12-month period is capped at the fees you paid us in the 12 months before the claim.
ASSUMPTION — this is a commercial decision, not a default. A fees-paid cap is common in SaaS and it is genuinely low: for a customer paying £15 a month it caps us at £180. Whether that is defensible depends on what you are selling and to whom, and a court may not enforce a cap it considers unreasonable. Discuss the number, do not inherit it.
11. Indemnity
You will indemnify us against claims arising from your use of the service in breach of these terms, from content you put into it, or from your own relationship with your customers.
12. Suspension and termination
You may cancel any time (§4).
We may suspend or terminate for material breach of these terms, for non-payment after notice, or where required by law. Except in urgent cases we will give you 14 days' notice and a chance to put it right.
On termination we will keep your data available for 30 days so you can export it, then delete it as described in §6.
13. Changes to these terms
We will post changes here and update the date. Material changes get at least 30 days' notice by email, and continuing to use the service afterwards means you accept them. If you do not, cancel before they take effect and we will refund the unused part of your period.
14. General
Governing law: [JURISDICTION], and its courts have exclusive jurisdiction.
Whole agreement: these terms, the Privacy Policy and the DPA are the whole agreement between us on this subject.
No waiver: not enforcing something once does not mean giving it up.
Severability: if a provision is unenforceable, the rest still stands.
Assignment: you may not assign these terms without our written consent. We may assign them to a successor in a merger or sale of the business.
Third parties: nobody other than you and us can enforce these terms.
15. Contact
[LEGAL ENTITY NAME], [REGISTERED ADDRESS] — [CONTACT EMAIL]