Terms of Service

Effective Date: 1 December 2025

Last Updated: 30 November 2025

These Terms of Service ("Terms") govern your access to and use of EmpathyC (the "Service"), provided by Keido Labs Ltd ("we," "us," or "our").

1. Agreement to Terms

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

Company Details:

Company Name: Keido Labs Ltd
Company Number: 16805440
Registered Address: 31 Russell Street, Liverpool, England, L3 5LJ
Email: hello@keidolabs.com
Website: https://keidolabs.com

2. Description of Service

EmpathyC is a SaaS platform that monitors and analyzes empathy and emotional intelligence in AI-powered conversations. The Service integrates with your customer support platforms (such as Intercom, Zendesk, or Salesforce) to provide real-time analysis and reporting.

Key Service Components:

Real-time conversation monitoring and analysis
Quality metrics and analytics dashboard
Integration with third-party platforms
Usage reporting and billing management

2.1 Nature of AI-Based Analysis

IMPORTANT: Please read this section carefully to understand the nature of our Service.

Advisory Nature of Analysis:

The Service provides AI-powered analysis of conversation quality, including empathy scores, quality metrics, and performance assessments (collectively, "Analysis Results"). Analysis Results are provided as advisory recommendations and insights to assist you in evaluating and improving your AI systems. They are NOT:

Definitive determinations of conversation quality
Warranties or guarantees of any outcome
Substitutes for your own judgment and decision-making
Legal, medical, or professional advice

You remain solely responsible for all business decisions, customer interactions, and operational choices based on or informed by Analysis Results.

Probabilistic and Evolving Methodology:

Our Analysis Results are generated using:

Machine learning models trained on large datasets
Natural language processing algorithms
Computational frameworks based on psychological and linguistic research
Evaluation criteria informed by customer experience science

Like all AI-based systems, our analysis is probabilistic rather than deterministic. This means:

Analysis Results represent statistical assessments, not absolute truths
Different evaluation runs may produce slightly different results
Edge cases and novel conversation patterns may be assessed with lower confidence
Context, cultural factors, and domain-specific nuances may affect accuracy

Continuous Improvement and Modifications:

We continuously improve our evaluation frameworks, models, algorithms, thresholds, scoring criteria, and methodologies (collectively, "Evaluation Methodology"). We reserve the right to:

Modify our Evaluation Methodology at any time without prior notice
Retrain models using additional data to improve accuracy
Adjust scoring thresholds and quality bands (e.g., "Excellent," "Good," "Acceptable," "Fail")
Update the underlying AI models and computational approaches
Change how metrics are calculated or weighted

What this means for you:

Analysis Results for the same conversation may change over time as we improve our models
Historical scores may not be directly comparable to current scores after methodology updates
We are NOT required to explain or document every modification to our Evaluation Methodology
Improvements are made to enhance overall service quality, informed by production data and research

Your Use of Analysis Results:

You acknowledge and agree that:

Analysis Results are one input among many for your operational decisions
You will not rely solely on Analysis Results for critical business decisions
You are responsible for validating Analysis Results against your own quality standards
You will not use Analysis Results to make automated decisions that could significantly impact individuals without human review
We are NOT liable for any business outcomes, customer disputes, or operational issues arising from your use of or reliance on Analysis Results

3. AI Processing and Third-Party Services

IMPORTANT: By using the Service, you consent to the following:

3.1 AI Model Processing

We use third-party large language model (LLM) providers to analyze conversation quality as part of our "LLM-as-a-judge" evaluation system. Currently, these providers include OpenAI, Anthropic, and Google (Gemini), though we may use additional or alternative AI model providers as we continue to improve the Service.

What this means:

Conversation data you send through EmpathyC will be transmitted to these AI model providers for analysis
These providers process data according to their own privacy policies and terms of service
We use enterprise API agreements with data processing protections where available
We may change, add, or replace AI model providers at any time without prior notice to improve service quality, reduce costs, or enhance capabilities

Your consent: By using the Service, you consent to your conversation data being processed by our current and future AI model providers for the purpose of providing analysis and insights.

3.2 Data for Service Improvement

We may use aggregated and anonymized conversation data to:

Improve our AI analysis models
Develop new features and metrics
Enhance the accuracy of empathy detection

We will NOT:

Sell your data to third parties
Use your data for advertising or marketing to others
Share identifiable customer data with competitors

By accepting these Terms, you consent to this use of data for service improvement purposes.

3.3 Third-Party Platform Integrations

IMPORTANT: By creating an integration in your EmpathyC dashboard, you explicitly authorize us to:

Supported Integrations:

We integrate with third-party customer support and conversational AI platforms via their official APIs, including:

Intercom (via Intercom API)
Zendesk (via Zendesk API)
Salesforce (via Salesforce API)
Other platforms as we add support

What "Creating an Integration" Means:

When you create an integration in your EmpathyC dashboard:

You provide us with API credentials (e.g., API keys, webhook secrets, app IDs, access tokens)
You grant us permission to access conversation data from that platform on your behalf
You authorize us to use the platform's official API to retrieve conversations for analysis
You confirm you have the legal right to share this data with us for processing

Credential Storage and Security:

We treat your integration credentials with the highest security standards:

Encryption: Your credentials are encrypted using industry-standard AES-256 encryption
Secure Storage: Credentials are stored securely in compliance with SOC 2 and GDPR standards
No Plaintext: We NEVER store credentials in plaintext
Access Controls: Only authorized system processes can decrypt credentials
You Own Your Credentials: You retain full ownership and can revoke access at any time

Official API Usage:

We access your third-party platform data using ONLY the official APIs provided by those platforms:

We comply with each platform's API Terms of Service and data usage policies
We follow industry-standard OAuth 2.0 or API key authentication patterns
We do NOT use unauthorized scraping, reverse engineering, or undocumented APIs
Data access is limited to what you explicitly authorize via API scopes/permissions

Your Responsibilities:

You represent and warrant that:

You have the legal right to connect these platforms to EmpathyC
You have obtained necessary consents from your end customers (if required)
You comply with the third-party platform's terms of service, including maintaining your account in good standing with the platform provider
You are authorized to share the data from those platforms with us

Revoking Access:

You may disconnect any integration at any time via your dashboard. Upon disconnection:

We immediately stop accessing data from that platform
We delete your stored credentials within 24 hours
Previously analyzed data remains in your EmpathyC account (subject to your data retention settings)

4. User Accounts and Access

4.1 Account Registration

You must provide accurate and complete information when creating an account. You are responsible for:

Maintaining the confidentiality of your account credentials
All activities that occur under your account
Notifying us immediately of any unauthorized access

4.2 Authorized Users

You may authorize multiple users within your organization to access the Service. You are responsible for their compliance with these Terms.

5. Subscription Plans and Billing

5.1 Available Plans and Plan Changes

Currently Available Plans:

We offer various subscription plans with different features, message limits, pricing, and overage rates. Currently available plans and their specific terms are displayed at https://empathyc.co and in your dashboard at the time of purchase.

Plan Modifications and Availability:

We reserve the right to, at any time and at our sole discretion:

Modify pricing for any currently available plan
Change message limits, features, or overage rates for any plan
Introduce new subscription plans with different terms
Discontinue or deprecate existing plans
Rename or restructure plans

How Plan Changes Affect You:

Existing Customers: Changes to plan pricing, limits, or terms will NOT apply to your current subscription period. Changes take effect only upon renewal of your subscription (monthly or annual, as applicable), subject to advance notice as described below.
New Customers: New plans, pricing, or terms apply immediately to new subscriptions.
Plan Discontinuation: If we discontinue your plan, we will provide at least 60 days' notice. You may continue on your existing plan until the end of your current subscription period, after which you must select from currently available plans or cancel your subscription.

Advance Notice of Changes:

We will provide advance notice of plan changes as follows:

Price Increases: At least 30 days' notice via email and dashboard notification before your next renewal
Plan Discontinuation: At least 60 days' notice via email and dashboard notification
Feature or Limit Reductions: At least 30 days' notice via email and dashboard notification before your next renewal
New Plans or Feature Additions: No advance notice required (you may opt in at any time)

If you do not agree with plan changes, you may cancel your subscription before the changes take effect, and no further charges will apply.

5.2 Payment Terms

Billing: Monthly or annual subscriptions billed in advance (depending on your plan)
Payment Method: Credit card via Stripe
Metered Usage: Messages exceeding your plan's included limit will be charged at the overage rate specified in your plan
Currency: USD (US Dollars)
Automatic Renewal: Your subscription automatically renews at the end of each billing period unless cancelled

5.3 Message Counting and Billing

What Counts as a "Message":

For purposes of plan limits, overage calculation, and billing, a "message" refers to responses sent from your company or support team, which we analyze for quality and empathy. Specifically:

Counted Messages (billable):

Messages sent by your company's support team to end users (including AI-generated responses, human agent responses, or hybrid responses)
Responses sent via any integrated platform (Intercom, Zendesk, Salesforce, etc.) that originate from your organization
Any message we analyze for empathy and quality metrics, regardless of whether it was generated by AI or written by a human agent

Important Note on Detection:

We may not always be able to definitively determine whether a response was AI-generated or human-written. Therefore, we count and analyze all messages originating from your company's side of the conversation, as these are the messages where empathy and quality assessment is valuable to you.

NOT Counted (not billable):

Messages sent by your end users, customers, or website visitors
System notifications or automated platform messages (e.g., "Agent joined the conversation")
Internal notes or comments not sent to end users
Messages that fail to process or cannot be analyzed

Example: If a customer sends 5 messages and your support team (AI agents, human agents, or both) responds 3 times, we count and charge for 3 messages (your company's responses only), not 8 messages total.

Billing Accuracy:

Your dashboard displays real-time message counts based on company-side messages analyzed. If you believe there is a discrepancy in message counting, contact us at hello@keidolabs.com within 30 days of the billing period, and we will investigate and adjust if necessary.

5.4 Overages

If you exceed your plan's included message limit:

Overage charges apply automatically at the rate specified in your plan at the time of usage
You will see usage warnings in your dashboard at 80% and 100% of limit
You may upgrade your plan at any time to avoid or reduce overages
Overage rates are subject to change with 30 days' notice (changes apply to usage after the notice period)

How Overage Billing Works:

Overages are billed in arrears on your next subscription renewal invoice. This means:

We track your message usage throughout your current billing period
Any messages exceeding your plan limit are calculated as overage charges
On your next renewal date, we charge you for both: (1) the upcoming subscription period, and (2) the previous period's overage charges
All charges are processed via Stripe in a single transaction

Example:

Your subscription starts on November 1 for the "Start" plan ($49/month, 500 messages included, $0.12 per overage message)
During November, you process 513 messages (13 messages over your 500 limit)
On December 1, your renewal invoice will be: $49.00 (December subscription) + $1.56 (November overage: 13 × $0.12) = $50.56 total

Note: Overage charges are calculated based on the overage rate in effect at the time the overage usage occurred, not the rate at the time of billing.

5.5 Refunds

Annual Plans: Pro-rated refunds available within 30 days of purchase
Monthly Plans: No refunds for partial months
Overage Charges: Non-refundable

5.6 Failed Payments

If payment fails:

We will attempt to charge your payment method up to 4 times
Service may be suspended after 7 days of failed payment
Account may be terminated after 30 days of non-payment

6. Acceptable Use

6.1 Permitted Use

You may use the Service only for lawful business purposes related to monitoring and improving AI conversation quality.

6.2 Prohibited Activities

You may NOT:

General Prohibitions:

Violate any laws or regulations
Infringe intellectual property rights of Keido Labs or any third party
Transmit malware, viruses, or harmful code
Use the Service to harass, abuse, or harm others
Resell or sublicense the Service without our written consent
Use the Service to process data you do not have rights to process

Technical and Security Prohibitions:

Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, algorithms, or trade secrets from the Service
Modify, adapt, translate, or create derivative works based on the Service
Remove, obscure, or alter any proprietary notices (copyright, trademark, patent, etc.) on the Service
Attempt to gain unauthorized access to the Service, user accounts, or our systems
Probe, scan, or test the vulnerability of the Service or breach security or authentication measures
Attempt to interfere with, compromise, or disrupt the integrity or performance of the Service, its data, or related systems
Attempt to overwhelm our systems (e.g., denial of service attacks, excessive API calls)

Unauthorized Access and Data Collection:

Access the Service through any means other than officially documented interfaces, APIs, and integrations provided by Keido Labs
Use scraping, crawling, spidering, or other automated means to access, collect, or extract data from the Service (except via official APIs with proper authorization)
Use bots, scripts, or automated tools to interact with the Service (except via official APIs with proper authorization)
Bypass rate limiting, usage caps, or other restrictions imposed by the Service
Access data or functionality that you are not authorized to access
Create accounts through automated means or under false pretenses
Share, transfer, or provide your account credentials to third parties

Programmatic Access Restrictions:

You may ONLY access the Service programmatically through:

Officially documented EmpathyC APIs (when and if made available)
Officially supported integrations (Intercom, Zendesk, Salesforce, etc.)
The standard web interface provided by EmpathyC

Any other form of programmatic access, data collection, or system interaction is strictly prohibited.

6.3 Consequences

We may suspend or terminate your account immediately if you violate these restrictions.

6.4 Fair Use and Rate Limiting

Purpose:

To ensure fair access to the Service for all customers and prevent abuse, we implement rate limiting and monitor usage patterns.

Rate Limiting:

We reserve the right to impose rate limits on:

API requests per minute, hour, or day
Message processing throughput
Dashboard access and queries
Data export requests
Any other Service features or resources

Rate limits may vary by subscription plan and may be adjusted at our discretion without prior notice.

Fair Use Policy:

You agree to use the Service in a manner that:

Does not unreasonably consume system resources
Does not negatively impact the Service experience for other customers
Does not constitute abusive, excessive, or unusual usage patterns

What We Consider Abusive:

Examples of abusive usage include (but are not limited to):

Sending excessive API requests significantly beyond normal business usage
Creating unnecessary load on our systems through inefficient integrations
Repeatedly reprocessing the same conversations without legitimate business need
Using the Service in ways that could degrade performance for other customers
Circumventing or attempting to bypass rate limits or usage caps

Our Rights:

If we determine that your usage is abusive, excessive, or harmful to other customers, we may:

Throttle or rate-limit your access without prior notice
Temporarily suspend your account while we investigate
Require you to upgrade to a higher plan or Enterprise plan with dedicated resources
Terminate your account if abusive usage continues after warning
Charge additional fees for excessive resource consumption

Good Faith:

We will exercise these rights reasonably and in good faith. If we throttle or suspend your account, we will notify you and work with you to resolve the issue when possible.

No Refunds for Suspension:

If your account is suspended due to abusive usage or violation of this Fair Use Policy, you are NOT entitled to a refund for any prepaid subscription fees.

7. Data Rights and Ownership

7.1 Your Data

You retain all ownership rights to the conversation data you submit to the Service ("Customer Data"). You grant us a license to process Customer Data solely to provide the Service.

7.2 Our IP

The Service, including all software, algorithms, models, dashboards, and documentation, is our proprietary property. These Terms do not grant you any ownership rights to the Service.

7.3 Anonymized Data

We may create anonymized and aggregated data from Customer Data. We own this anonymized data and may use it for analytics, research, and service improvement.

8. Data Protection and Privacy

8.1 Privacy Policy

Our collection and use of personal data is governed by our Privacy Policy, available at https://empathyc.co/privacy.

8.2 GDPR Compliance

For customers in the EU/UK, we act as a Data Processor. You are the Data Controller. We comply with GDPR requirements, including:

Processing data only on your instructions
Implementing appropriate security measures
Assisting with data subject rights requests
Notifying you of data breaches

8.3 Data Processing Agreement

For enterprise customers requiring a separate Data Processing Agreement (DPA), contact hello@keidolabs.com.

9. Security and Data Protection

We implement industry-standard security measures:

Data encryption in transit (TLS) and at rest (AES-256)
Multi-tenant architecture with tenant isolation
Infrastructure hosted on AWS (Ireland region for EU/UK data residency)
Regular security updates and monitoring
SOC 2 Type II certification (in progress)

However: No system is 100% secure. You use the Service at your own risk.

10. Service Availability and Support

IMPORTANT: Please read this section carefully to understand our service availability commitments and limitations.

10.1 Uptime Target and Third-Party Dependencies

Uptime Target:

We target 99.5% uptime (measured monthly, excluding scheduled maintenance). This is a target, not a guarantee. Actual uptime may vary.

Dependency on Third-Party Services:

The Service relies on multiple third-party providers and services that are outside of our direct control, including but not limited to:

Cloud Infrastructure: AWS (Amazon Web Services) for hosting, compute, storage, and networking
AI Model Providers: OpenAI, Anthropic, Google (Gemini), and any other LLM providers we use for conversation analysis
Integration Platforms: Intercom, Zendesk, Salesforce, and other customer support platforms you integrate with
Payment Processing: Stripe for billing and payment processing
CDN and DNS: Content delivery and domain name services
Other Services: Monitoring, logging, security, and operational tools

What This Means:

If any third-party service experiences an outage, degradation, rate limiting, or disruption, the Service may be unavailable, degraded, or unable to process some or all requests
We have NO control over the availability, performance, or reliability of these third-party services
We do NOT guarantee that third-party services will be available, even if we meet our uptime target
Service interruptions caused by third-party providers are NOT counted against our uptime target

Exclusions from Uptime Calculation:

The following are NOT counted as downtime for purposes of the 99.5% uptime target:

Scheduled maintenance (see Section 10.2)
Outages or degradations caused by third-party service providers
Internet connectivity issues outside our infrastructure
Issues caused by your integrations, configurations, or API usage
Service suspensions due to violations of these Terms
Force majeure events (see Section 16.5)
DDoS attacks or other malicious activity targeting the Service or our providers

10.2 Scheduled Maintenance

We may perform scheduled maintenance with at least 24 hours' notice (posted at https://status.empathyc.co or via email).

Emergency Maintenance:

In some cases, we may need to perform emergency maintenance without advance notice to address critical security issues, infrastructure failures, or other urgent situations. We will notify you as soon as reasonably possible.

10.3 Incident Response

Our Commitment:

We are committed to responding to service incidents as quickly as possible. We monitor the Service 24/7 and will investigate and work to resolve incidents promptly.

What We Do NOT Guarantee:

We do NOT guarantee any specific incident response time (except for Enterprise customers with a signed SLA)
We do NOT guarantee that we can resolve incidents caused by third-party service providers
We do NOT guarantee that we can prevent or mitigate all service disruptions
We are NOT liable for delays in incident response or resolution

Status Updates:

During incidents, we will post updates at https://status.empathyc.co when feasible. However, during major incidents or outages, our ability to communicate may be limited.

10.4 Support

Support Channels and Response Times:

Start Plan: Email support (48-hour response time target)
Growth Plan: Email support (24-hour response time target)
Scale Plan: Email + priority support (12-hour response time target)
Enterprise Plan: Dedicated support with SLA

Important Notes:

Response times are targets, not guarantees
Response times are measured during business hours (Monday-Friday, 9am-5pm GMT, excluding UK public holidays)
Support is provided in English only
We will make commercially reasonable efforts to meet response time targets, but do not guarantee them
Complex issues may require extended investigation or coordination with third-party providers

What Support Covers:

Account and billing questions
Technical issues with the Service
Guidance on using Service features
Bug reports and feature requests

What Support Does NOT Cover:

Issues with third-party platforms (Intercom, Zendesk, Salesforce, etc.) - contact those providers directly
Custom development or consulting services
Training or onboarding (unless included in your plan)
Issues caused by your own configurations, integrations, or API usage

11. Limitation of Liability

READ THIS SECTION CAREFULLY:

11.1 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

Merchantability or fitness for a particular purpose
Accuracy or completeness of analysis results
Uninterrupted or error-free operation
Security of data transmission

11.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

Our total liability for any claims arising from your use of the Service is limited to the amount you paid us in the 12 months prior to the claim (or £100 if you paid nothing).

We are NOT liable for:

Indirect, incidental, special, or consequential damages
Lost profits, revenue, data, or business opportunities
Damage to reputation or goodwill
Costs of substitute services

11.3 Exclusions

The above limitations do not apply to:

Death or personal injury caused by our negligence
Fraud or fraudulent misrepresentation
Any liability that cannot be excluded under UK law

11.4 Basis of the Bargain

You acknowledge that we have set our prices and entered into this agreement in reliance on these limitations of liability.

12. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, or expenses (including legal fees) arising from:

Your violation of these Terms
Your violation of any laws or third-party rights
Your Customer Data (e.g., if you process data you don't have rights to)
Your use of the Service in violation of the Acceptable Use section

13. Term and Termination

13.1 Subscription Term

Your subscription continues on a monthly or annual basis (depending on your plan) until terminated.

13.2 Termination by You

You may cancel your subscription at any time via the dashboard or by contacting us. Cancellation takes effect at the end of your current billing period. No refunds for partial months.

13.3 Termination by Us

We may terminate your account:

Immediately for violation of these Terms
With 30 days' notice for any reason (with pro-rated refund for prepaid unused time)
Immediately if required by law

13.4 Effect of Termination

Upon termination:

Your access to the Service ends immediately
You must pay any outstanding fees
We will delete your Customer Data within 30 days (unless legally required to retain it)
You may request a data export before termination (CSV, archive)

14. Changes to Terms

We may modify these Terms with 30 days' notice (posted on our website and emailed to account holders). Continued use after changes take effect constitutes acceptance. If you don't agree, you may terminate your account.

Material changes (e.g., price increases, significant liability changes) require 60 days' notice.

15. Governing Law and Disputes

15.1 Governing Law

These Terms are governed by the laws of England and Wales, without regard to conflict of law principles.

15.2 Jurisdiction

Any disputes must be brought in the courts of England and Wales. You consent to the exclusive jurisdiction of these courts.

15.3 Dispute Resolution

Before filing a lawsuit, you agree to:

Notify us in writing of the dispute (hello@keidolabs.com)
Attempt to resolve the dispute through good-faith negotiation for 30 days

16. Miscellaneous

16.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and us regarding the Service.

16.2 Severability

If any provision is found unenforceable, the remaining provisions remain in effect.

16.3 Waiver

Our failure to enforce any right or provision does not constitute a waiver of that right.

16.4 Assignment

You may not assign these Terms without our written consent. We may assign these Terms to any successor or affiliate.

16.5 Force Majeure

We are not liable for delays or failures due to events beyond our reasonable control (e.g., natural disasters, wars, pandemics, internet outages).

16.6 Export Compliance

You may not use the Service if you are located in a country subject to export restrictions or sanctions.

17. Contact Us

For questions about these Terms, contact:

Keido Labs Ltd

Email: hello@keidolabs.com

Address: 31 Russell Street, Liverpool, England, L3 5LJ

Website: https://empathyc.co

By using EmpathyC, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.