Public Offer for access to the QAAIFY SaaS platform

1. General provisions

This Offer is a proposal by [PLACEHOLDER: full legal name of the Provider, legal form, jurisdiction, and registration number] (the “Provider”, “we”) to enter into an agreement for access to the QAAIFY SaaS platform (the “Platform”, the “Service”) on the terms set out below.

The Offer is an electronic agreement and is deemed accepted from the moment the organization (the “Client”, “you”) performs any of the actions listed in Section 6 below.

The Platform is intended for B2B use by organizations that use helpdesk systems and related customer support processes. Unless expressly provided otherwise in a separate written agreement, the Platform is not intended for personal, family, or household purposes.

The person accepting this Offer on behalf of the Client confirms that they have the necessary authority to bind the Client to the terms of this Offer.

Certain aspects of the Platform's operation are additionally governed by the Privacy Policy, Data Processing Agreement (DPA), AI Use Policy and Subprocessor List — all of which are published on this Site and form an integral part of this Offer.

2. Terms and definitions

• “Provider” — [PLACEHOLDER: full legal name], which provides access to the QAAIFY Platform.
• “Platform” / “Service” — the QAAIFY cloud SaaS solution, accessible via a web interface and integrations: customer support quality evaluation, coaching, calibration, analytics, reporting, compliance records, knowledge-base automation, and related functions.
• “Client” — a legal entity or sole proprietor that has accepted this Offer and uses the Platform for its own business processes.
• “User” — an individual to whom the Client has granted access to the Platform within its Account.
• “Authorized User” — a User granted access by the Client, including in the roles of Admin, Senior TL, TL, or Agent.
• “Account” — the technical record in the Platform associated with the Client and its Users.
• “Workspace” — a logically isolated space belonging to the Client within the Platform, within which data, settings, and roles are processed.
• “Active Agent” — a support agent of the Client who had at least one evaluated interaction in the Platform within the last 60 days; this count determines the applicable Plan.
• “Plan” — the commercial terms for using the Platform, as set out in this Offer, the pricing page, or a separate Order.
• “Trial” — a 14-day free period of access to the Platform without providing payment details in advance, unless otherwise stated on the Site.
• “AI Provider” — a third-party artificial intelligence service (OpenAI, Anthropic, Google Gemini) connected by the Client using its own API key.
• "Helpdesk" — a third-party customer support system (Zendesk, Freshdesk, Intercom, Salesforce Service Cloud, HubSpot Service Hub) that the Client connects to the Platform using their own API credentials.
• “Client Content” — any data uploaded, entered, imported, created, or processed within the Client's Workspace.
• “Confidential Information” — any non-public information relating to the Platform, Accounts, data, settings, prompts, security, pricing, or technological solutions of either party.
• “Enterprise” — individually negotiated commercial terms for Clients with 76 or more Active Agents, or in other cases agreed by the Provider.

3. Subject matter of the agreement

The Provider grants the Client access to the QAAIFY Platform as a cloud software service on the terms of this Offer. Granting access means the right of the Client and its Authorized Users to use the Platform's functionality via the web interface and/or integrations, without any transfer of ownership of the software, source code, architecture, or other intellectual property of the Provider.

The Platform is not the Client's primary or secondary helpdesk system and does not replace it — it connects to the Client's existing helpdesk and does not require migrating the Client's data to another platform.

4. Description of the SaaS services

• automatic AI evaluation of closed tickets against a quality-criteria scorecard, with an explanation for each criterion;
• coaching sessions, performance reviews, team goals, and shift schedules;
• team calibration, internal and reference benchmarks;
• a knowledge base with semantic search (RAG) and gap detection;
• analytics, reports, an ROI calculator, and compliance records for each AI evaluation;
• an AI copilot — actions limited to a fixed, permitted list; data changes only after confirmation by an Authorized User;
• quality evaluation not only of human agents but also of the Client's AI agents/chatbots, where such data is submitted for processing;
• depending on the Client's configuration, the Platform may write internal notes back to the connected Helpdesk.

We may add, change, or discontinue individual features of the Service over time; material changes that reduce the functionality of a paid plan are communicated in advance.

5. Registration and the Account

• The Client must provide accurate, current, and complete information about itself, its domain, its contact person, and its Users during registration, and keep it up to date.
• The Client is responsible for the confidentiality of its credentials (passwords, SSO, API keys, tokens, webhooks) and for all actions taken under its Account.
• The Client must promptly notify us of any suspected unauthorized use of its Account.
• The Client independently manages access for its Users (invitations, roles, access revocation) through the Service's administrative settings.
• If SSO via SAML is used, access is granted in accordance with the Client's settings and the prior user-invitation procedure.

The Provider has the right, at its own discretion and without compensation or refund, to refuse registration or to suspend/terminate access already granted to any person or organization that supports armed aggression against Ukraine (including by paying taxes, duties, or other payments to the aggressor state) or is connected to the business of the aggressor state or states supporting such aggression.

The Provider has the right to refuse registration, restrict access, or request additional verification if the data provided is incomplete, inaccurate, or where necessary for security reasons or to prevent abuse.

6. Conditions for accepting this Offer

Acceptance of this Offer occurs upon any of the following actions taken by an authorized person of the Client:

• registering an Account;
• checking a consent box or clicking a confirmation button;
• activating the Trial;
• logging into the Platform via invitation or SSO;
• the actual commencement of using the Platform;
• payment, where made in connection with agreeing to the terms of this Offer.

The agreement is deemed concluded from the moment of acceptance, unless otherwise provided by a separate written agreement. Actions taken by Authorized Users within the Client's Account are deemed to be actions of the Client.

7. How access to the Platform is provided

Access is provided remotely over the internet after registration and confirmation of the Account. For the core functions to work, the Client connects a compatible Helpdesk itself and, where needed, an AI provider and other integrations. The Platform may not provide full functionality until the Client supplies the necessary API keys and completes the technical connection. The Provider is not obligated to migrate the Client's data from other systems.

8. Pricing and cost of the services

For self-serve plans, everyone gets the same level of functionality — the only difference is the price per Active agent, which drops as the team grows. Teams of 76+ Active agents are Enterprise — individually negotiated terms, not a self-serve online sign-up.

The current pricing table (agent-count ranges and the price for each) is on the Pricing. That page is the source of current prices, not this Offer — this lets the pricing table be updated without re-executing the agreement (Section 12 below governs how a pricing change applies to existing Clients).

For clients in Ukraine, prices are quoted and charged in Ukrainian hryvnia per the pricing table on the “Pricing” page; for international clients — in USD. The price shown to the Client at checkout or in the account is the final amount to be charged — it already includes applicable taxes, payment partner fees, and currency conversion (if any), and does not change with additional charges after checkout.

9. Payment procedure and methods

• Payment is processed through the payment partner (Merchant of Record) shown at checkout or in the dashboard.
• Card details, CVV, and other full card information are not stored directly by the Provider.
• The Client must ensure sufficient funds on its payment instrument and keep its payment details up to date.

At the Client's request (by writing to support@qaaify.com or through the account) the Provider issues an invoice and/or a certificate of completed services in PDF format.

10. Subscription and automatic renewal

The services are provided on a subscription basis for the applicable billing period (monthly, unless otherwise agreed). If auto-renewal is enabled for the plan, the subscription automatically renews for the next period until cancelled by the Client. The Client may cancel the subscription at any time through the Account settings; access to paid features continues until the end of the period already paid for.

11. Free trial period

The Client may be granted a 14-day free Trial without providing payment details in advance. During the Trial, the Client may test the Platform within the available functionality. After the Trial ends, access to paid features is automatically discontinued unless the Client upgrades to a paid plan.

The Trial is granted once per organization, email domain, and payment profile — re-registering with the same domain or payment details to obtain an additional Trial is not permitted.

12. Changing plans

If the Client's number of Active Agents moves into a different pricing tier, the cost is recalculated according to the current pricing grid. For Enterprise, plan changes are made only by written agreement of the parties. The Provider may change pricing for new Clients from the moment a new version is published on the Site; for existing subscribers, changes apply with due notice and respect for existing commitments.

The number of Active agents is checked automatically on a daily basis. The move to a new pricing tier when this number changes takes effect from the next billing period — without proration (a partial recalculation for days within the current period) and without a separate immediate payment; the new rate applies in full starting from the first day of the next billing cycle.

13. Suspension and termination of access

The Provider may suspend access, in whole or in part, in the event of overdue payment, breach of this Offer, attempts to circumvent technical restrictions, unauthorized access, use of the Platform for unlawful activity, infringement of third-party rights, excessive load on the infrastructure, or a security risk.

Where practicable, the Provider notifies the Client of the suspension and allows a reasonable period to remedy the breach. In cases of an urgent security threat, access may be restricted immediately. Upon termination of access, data is handled in accordance with this Offer, the DPA, and the Privacy Policy.

14. Refunds

Unless otherwise required by mandatory law, fees already paid for a subscription period that has been provided or used are non-refundable. Refunds are possible in cases of duplicate payment, payment made in error, a technical error by the payment partner, or other cases expressly provided for by law.

If access is suspended due to a breach by the Client, no refund is made unless otherwise required by law.

We do not set any separate terms for refunding the unused remainder of a period on early termination initiated by the Client — the payment partner's standard policy applies.

15. Rights and obligations of the Provider

The Provider has the right to provide access to the Platform, change the interface and technical details without reducing the material terms agreed, restrict access in the event of breaches, use subprocessors and third-party services, apply technical and organizational security measures, and send service communications.

The Provider undertakes to provide access within the agreed functionality, to process Client Content only to the extent necessary to provide the Service, ensure security, provide support, and comply with the law, and to apply reasonable technical and organizational security measures.

16. Rights and obligations of the User

The User has the right to use the Platform within the scope of their role, to view their own evaluations and training materials, and to appeal AI evaluations where enabled by the Client's settings.

The User must not share access with third parties, must comply with the Client's policies and this Offer, must not infringe third-party rights, must not take actions that create a security risk to the Platform, and must promptly report any loss of access or compromise of credentials. Actions taken by Users within the Client's Account are deemed to be actions of the Client.

17. Acceptable use rules

The Platform is to be used only for the Client's lawful business activity, in good faith, carefully, and in accordance with its intended purpose. If the Client uses the Platform to evaluate personnel, it must ensure human oversight of decisions that affect employment, pay, discipline, access, training, or dismissal of employees. The Client must ensure that all data it submits to the Platform was collected and transferred lawfully.

18. Prohibited actions

It is prohibited to:

• gain unauthorized access to accounts, data, or administrative panels;
• circumvent technical limitations, rate limits, RBAC, or payment mechanisms;
• use the Platform for fraud, spam, phishing, malicious code, or unlawful monitoring;
• deliberately carry out prompt injection or other actions to bypass AI safeguards;
• transfer, sell, or disclose access to the Platform to third parties;
• reverse-engineer, copy, or publicly reproduce substantial parts of the Provider's interface, prompts, evaluation logic, or technical solutions, except as expressly permitted by applicable law;
• infringe third-party rights or applicable law;
• use the Platform as the sole basis for automated decisions without human review, where such decisions have a legal or significant effect.

A breach of this Section may be grounds for the immediate suspension or termination of access.

19. Client Content and data

• The Client retains all rights to its Content — the data, records, notes, and other information it uploads, enters, or imports into the Platform — to the extent permitted by law.
• The Provider is granted a limited, non-exclusive, non-transferable right to process Client Content only to the extent necessary to provide, support, protect, restore, and improve the Service — see the Privacy Policy and DPA for more detail.
• The Client warrants that it has all necessary rights, permissions, legal grounds, and, where required, consents to upload and process the data of its employees, customers, calls, tickets, transcripts, and other data in the Platform.
• We do NOT use Client Content to train our own AI models or general-purpose models.
• If the Client has enabled automatic purging of ticket text, this affects only the data it has configured, but not necessarily the evaluations, trends, or compliance records that must be retained longer under legal requirements.

After the agreement ends, the Client's Content is retained for 30 days — enough time for self-service export (see Section 30) — after which it is permanently deleted, except for records that the law requires to be kept (e.g., the AI evaluation compliance record under the EU AI Act, Section 8 of the Privacy Policy).

20. Intellectual property rights

• The Service, its source code, design, UI/UX, algorithms, prompts, documentation, structure, branding, logos, and technical solutions are the property of the Provider or its licensors and are protected by intellectual property law. This Offer does not transfer to the Client any rights to them, other than the limited license to use the Service under Section 3.
• AI evaluations, coaching recommendations, and other analytics generated by the Service based on Client Content are provided to the Client for use within the scope of its subscription.
• The Client grants us a limited, royalty-free, non-exclusive license to use the Client's company name, trademark, logo, and a brief description of its business — solely to reference the Client as a user of the Service in case studies, on the Site, in promotional materials, and other marketing publications. We do not publish specific metrics or Client Content in such materials without the Client's separate prior consent, and the Client may revoke this license at any time by writing to support@qaaify.com.

21. Use of third-party services and integrations

The Platform may interact with third-party services chosen by the Client or forming part of the technical architecture — helpdesk systems, AI providers, email services, cloud storage, Slack, Microsoft Teams, Confluence, Notion, and others. The Client is responsible for maintaining valid accounts, rights, API keys, and other technical permissions for such services. The Client acknowledges that third-party services have their own terms and policies, for which the Provider is not responsible unless expressly agreed otherwise. If a third-party service changes its API, its access terms, or ceases operation, this may affect the availability of part of the Platform's functionality.

The current list of technical providers that may have access to data is on the Subprocessor List. By activating an integration, the Client authorizes the Provider to transfer, within that integration, the data necessary for it to function, in accordance with the Client's settings.

22. Use of AI

AI evaluations and recommendations generated by the Service are an auxiliary analytical tool, not a final legal, HR, or other professional decision — decisions based on them are made by the Client itself. If the AI copilot proposes actions that change data, such actions are carried out only after explicit confirmation by an Authorized User of the Client.

If the Client uses its own AI agent or chatbot to communicate with its end customers, the obligations to disclose such use and any other requirements of applicable law rest with the Client, not the Provider.

Detailed rules are set out in a separate AI Use Policy, which forms an integral part of this Offer.

23. Personal data and confidentiality

The processing of personal data is governed by our Privacy Policy and Data Processing Agreement (DPA), which form an integral part of this Agreement. The technical and organizational security measures applied in the Service are described on the Trust Center. The Client warrants that it has a proper legal basis for submitting personal data to the Platform, processing the data of its employees and customers, recording or transcribing calls and tickets, and using connected AI providers and third-party integrations.

24. Confidential Information

Each party undertakes not to disclose the other party's Confidential Information without its prior written consent, except as expressly provided by law or this Offer. Disclosure of Confidential Information as required by law, a court, or a competent authority is permitted to the minimum extent necessary to comply with such a requirement.

25. Service availability and technical downtime

We use commercially reasonable efforts to maintain the continuous availability of the Service, including scheduled backups and monitoring, but we do not guarantee uninterrupted, error-free operation. Temporary unavailability may be caused by planned maintenance, outages, updates, failures of external services, security incidents, excessive load, or force majeure.

A formal SLA (a guaranteed uptime percentage with compensation) is not currently offered for any plan.

26. Disclaimer of warranties and limitation of liability

The Service is provided “as is” and “as available”, without warranties of any kind, express or implied, including but not limited to warranties of fitness for a particular purpose, uninterrupted error-free operation, or the complete accuracy of AI evaluations, except for warranties expressly given in this Offer or that cannot be excluded under applicable law.

To the maximum extent permitted by law, the Provider is not liable for indirect, incidental, special, or punitive damages, loss of profit, business reputation, or anticipated benefit, nor for: failures or limitations of external services; acts or omissions of the Client; inaccuracy of data provided by the Client; configuration errors on the Client's part; decisions made by the Client based on AI results without human oversight; compromise of keys or access credentials managed by the Client; or unavailability of the internet or third-party infrastructure beyond the Provider's reasonable control.

The Provider's aggregate liability for any claims under this Agreement, if it arises, is limited to the amount actually paid by the Client for the Service during the 3 months preceding the event giving rise to the claim, except where such a limitation is not permitted by law. Nothing in this Offer excludes or limits liability that cannot be excluded or limited by law.

27. Liability of the parties

The party that breaches the Agreement is liable in accordance with the laws of Ukraine and the terms of this Agreement. The Client is responsible for the lawfulness of its data and instructions, the actions of its Users, the lawfulness of processing the data of its employees, customers, and counterparties, the correctness of its settings, and the proper use of AI results.

The Client undertakes to indemnify the Provider for reasonable losses and expenses arising from: unlawful content or data provided by the Client; the Client's breach of Section 18 “Prohibited Actions”; third-party claims caused by the actions of the Client or its Users; or the Client's lack of the necessary rights, consents, or notices for data submitted to the Service.

28. Force majeure

Neither party is liable for failure to perform its obligations caused by circumstances beyond its reasonable control: natural disasters, war, hostilities, infrastructure attacks, large-scale cyberattacks, power outages, communications blockages, acts of government authorities, fires, floods, earthquakes, and similar events. The party affected by such circumstances shall notify the other party within a reasonable time.

29. Changes to this Offer

The Provider may amend this Offer by publishing a new version on the Site and, where necessary, additionally notifying existing Clients. The new version applies to new Clients from the moment of publication. For existing Clients, changes that worsen their position apply with due notice and a reasonable period to respond. Continued use of the Platform after the new version takes effect constitutes acceptance of it, unless otherwise contrary to law.

30. Term and termination of the agreement

The agreement is effective from the moment of acceptance until termination in accordance with this Offer or a separate written agreement. The Client may terminate the agreement by cancelling its subscription, closing its Account, or written notice. The Provider may terminate the agreement in the event of a material breach, systematic non-payment, unlawful use, or where required by law. Upon termination, the Client loses the right to use the Platform, and further processing of data is carried out in accordance with the Privacy Policy, the DPA, and applicable law.

After the agreement ends, the Client has 30 days to self-export their data through the account. After this period ends, the data is permanently deleted in accordance with Section 19 of this Offer.

31. Dispute resolution

The parties shall seek to resolve disputes through negotiation and the exchange of written claims. If a dispute is not resolved amicably within a reasonable time, it is referred to the competent court of Ukraine under the venue rules set out in procedural law, unless otherwise provided by a separate written agreement between the parties.

32. Governing law

This Agreement is governed by the laws of Ukraine, unless otherwise determined by mandatory rules of law or a separate written agreement between the parties.

33. Provider details

Provider: [PLACEHOLDER] · Brand: QAAIFY · Registration number (EDRPOU): [PLACEHOLDER] · Registered address: [PLACEHOLDER] · Email: support@qaaify.com · Phone: [PLACEHOLDER] · Bank details: [PLACEHOLDER] · VAT status: [PLACEHOLDER]

34. Miscellaneous

• This Offer and related electronic communications may be retained in electronic form provided their integrity is maintained and they remain reproducible.
• If any provision of this Offer is found invalid or unenforceable, the remaining provisions remain in effect.
• The Client may not assign its rights or obligations under this Offer to a third party without our prior written consent. We may assign this Offer in connection with a reorganization, merger, or sale of the business.
• If this Offer is translated into another language, the Ukrainian version prevails, unless otherwise agreed in a separate written agreement.
• This Offer, together with the Privacy Policy, the DPA, the AI Use Policy, and the Subprocessor List, constitutes the entire agreement of the parties regarding the subject matter of this Offer.

Contact

Questions about this Offer may be sent to: support@qaaify.com