Overview
By accessing or using the Service, you agree to these Terms and acknowledge our Privacy Policy. If you use the Service on behalf of an organisation, you confirm that you have authority to bind that organisation to these Terms.
The Service is intended for business use and is not intended for anyone under 18.
1. Definitions
“Customer” means the organisation or person that creates, purchases or manages a Cooperly account or workspace.
“Authorised Users” means users invited or permitted to use the Service, including account owners, team leaders, co-leads, team members, candidates and other invited users.
“Customer Data” means data, content, responses, files, profile information, team information, candidate information and other materials submitted to or generated through the Service for a Customer.
“AI Output” means any AI-generated summary, recommendation, profile, team insight, candidate-fit analysis, dashboard item or other generated output.
“External Integrations” means third-party services connected to Cooperly, including email, Telegram, Slack, Microsoft Teams, AI providers, external AI clients and MCP-compatible clients.
2. The Service
Cooperly helps Customers collect team inputs, create profiles, run check-ins, view team and candidate insights, send product notifications and connect selected external services.
We may add, remove, suspend or change features from time to time. We will try to give reasonable notice of material changes where practical, but we do not guarantee that any feature will always remain available.
The Service may include beta, experimental or pre-release features. These may be changed, limited or removed at any time.
3. AI Output and customer decisions
AI Output is provided for informational and operational support only. It is not legal, HR, medical, psychological, recruitment, employment or professional advice.
Customers and Authorised Users are solely responsible for reviewing, validating and deciding whether to use any AI Output.
Customers must not use AI Output as the sole basis for hiring, dismissal, promotion, disciplinary, compensation, performance-management or other employment-related decisions.
Cooperly does not make employment, hiring, management or operational decisions for Customers.
4. Accounts and security
Customers and Authorised Users must provide accurate account information and keep it up to date.
Users must comply with the authentication and security requirements presented in the Service from time to time.
Customers are responsible for all activity under their accounts and for ensuring that Authorised Users have appropriate permissions.
You must notify us promptly if you suspect unauthorised access to an account. We may treat actions taken through an authenticated account as authorised unless we have received notice of compromise.
We may suspend or remove accounts if we reasonably believe there has been misuse, unlawful activity, security risk, false information or breach of these Terms.
5. Customer responsibilities
The Customer is solely responsible for:
- deciding whether the Service is appropriate for its organisation;
- selecting which users, teams, candidates, data and integrations to use;
- obtaining and maintaining any required lawful basis, notices, consents, permissions or internal approvals;
- ensuring its use of the Service complies with employment, equality, labour, data protection and other applicable laws;
- configuring roles, permissions, visibility settings and integrations correctly;
- reviewing all AI Output before use;
- making all employment, hiring, management and operational decisions independently;
- ensuring that no special category data, confidential third-party data or unlawful content is submitted unless the Customer has the legal right and documented basis to do so.
The Customer remains responsible for its own relationship with its employees, contractors, candidates and other data subjects.
6. Authorised Users and candidates
Team members and candidates may only access the Service through an invitation, link or flow provided or authorised by a Customer or Cooperly.
Customers are responsible for explaining to their team members, candidates and other invited users why the Service is being used, what data is being collected, who may access outputs and how the Customer may use the results.
Candidates must not be assessed or rejected solely on the basis of AI Output.
7. Customer Data
Customers retain ownership of Customer Data.
The Customer grants us a worldwide, non-exclusive, royalty-free licence to host, use, reproduce, process, transmit, display and create derived outputs from Customer Data solely as necessary to provide, secure, support, maintain and improve the Service, comply with law, and enforce these Terms.
We may use aggregated, anonymised or de-identified information for analytics, security, product improvement and business purposes, provided it does not identify the Customer or any individual.
Customers and Authorised Users must not upload unlawful, infringing, harmful, misleading or unauthorised content.
We may remove or restrict Customer Data where we reasonably believe it breaches these Terms, applicable law or the rights of another person.
8. External Integrations
The Service may allow Customers or Authorised Users to connect External Integrations.
By enabling an External Integration, the Customer instructs us to transmit relevant Customer Data, notifications, messages, links, metadata, AI Output or other information to that third-party service as required for the integration to work.
The Customer is solely responsible for deciding whether to enable an External Integration, configuring it correctly, obtaining any required permissions from users, and reviewing the third party’s own terms and privacy notices.
External Integrations may disclose data outside Cooperly. We are not responsible for how third-party services process data after it has been transmitted to them, except to the extent required by applicable law where they act as our sub-processor.
9. Acceptable use
You must not:
- misuse, disrupt, attack, scan, scrape or interfere with the Service;
- upload malware or harmful code;
- misrepresent your identity or authority;
- use the Service for unlawful discrimination, harassment, surveillance or unfair employment practices;
- use AI Output as the sole basis for employment, hiring, dismissal, disciplinary, compensation or similar decisions;
- upload special category data unless you have a valid lawful basis and authority to do so;
- reverse engineer, copy, resell or benchmark the Service except as permitted by law;
- use the Service to build, train or improve a competing product or model;
- connect bots, agents or external systems except through approved integrations;
- misrepresent AI Output as final professional, legal, HR, medical or psychological assessment.
We may suspend or terminate access for breach of this section.
10. Fees and payment
Some or all features may require payment.
Unless agreed otherwise in writing, fees are payable by invoice and invoices are due within 14 days of the invoice date.
All prices and fees are exclusive of VAT and similar taxes unless expressly stated otherwise. VAT will be added where required.
Fees are non-refundable except where required by law or expressly agreed in writing.
We may suspend paid features for late payment after giving notice where practical.
If we introduce subscription billing or auto-renewal, the applicable renewal and cancellation terms will be presented at signup, in an order form or in account settings.
11. Intellectual property
The Service, software, design, workflows, documentation, models, templates, trademarks and other Cooperly materials belong to Func Digital LTD or its licensors.
These Terms do not transfer any intellectual property rights to you, except for the limited right to access and use the Service in accordance with these Terms.
You may not use the Cooperly name, logo or brand elements without our prior written permission.
12. Privacy and data protection
Use of the Service is subject to our Privacy Policy.
Where a Customer uses the Service to manage teams, team members, contractors, candidates or other invited users, the Customer is normally the controller of personal data relating to those people. Cooperly normally acts as processor for that Customer Personal Data.
The Customer is responsible for establishing a lawful basis, providing required notices, handling internal communications, configuring access rights and ensuring that its use of the Service is lawful and fair.
Where we process Customer Personal Data as processor, the Data Processing Addendum in Schedule 1 applies and forms part of these Terms.
13. Confidentiality
Each party may receive confidential information from the other party. The receiving party must use confidential information only for the purposes of these Terms and must protect it using reasonable care.
Confidentiality obligations do not apply to information that is public, already known without restriction, independently developed, lawfully received from another source, or required to be disclosed by law.
14. Suspension and termination
You may stop using the Service at any time.
We may suspend or terminate access if we reasonably believe there has been a breach of these Terms, non-payment, security risk, legal risk, misuse, or conduct that may harm Cooperly, the Service, another customer or a third party.
On termination, the Customer is responsible for exporting any Customer Data it wishes to retain, where export functionality is available. We may delete or retain data in accordance with the Privacy Policy, DPA, applicable law and our backup cycles.
Sections intended to survive termination will continue, including payment obligations, intellectual property, confidentiality, data protection, disclaimers, liability limits and indemnities.
15. Indemnity
The Customer shall indemnify and hold harmless Func Digital LTD, its affiliates, officers, directors, employees and contractors from and against claims, losses, damages, liabilities, costs and expenses arising from or related to:
- Customer Data or instructions provided by the Customer;
- the Customer’s breach of these Terms or applicable law;
- the Customer’s failure to provide required notices, obtain lawful basis or configure access rights;
- employment, hiring, disciplinary, compensation, performance-management or similar decisions made by the Customer;
- the Customer’s use of AI Output or External Integrations;
- claims by team members, candidates, employees, contractors or other data subjects arising from the Customer’s use of the Service,
except to the extent caused by our breach of these Terms or applicable law.
16. Disclaimers
The Service is provided “as is” and “as available”.
We do not warrant that the Service will be uninterrupted, error-free, secure, accurate or suitable for any particular purpose.
We do not warrant that AI Output will be accurate, complete, unbiased, current or appropriate for any particular decision.
Customers are responsible for maintaining their own records, backups, HR processes, employment processes and decision-making procedures.
17. Limitation of liability
Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
Subject to the above, Func Digital LTD shall not be liable for:
- loss of profits, revenue, business, goodwill or anticipated savings;
- loss or corruption of data, except to the extent caused by our breach of these Terms;
- indirect, special, incidental, punitive or consequential loss;
- employment, hiring, disciplinary, compensation, performance-management or other decisions made by the Customer;
- Customer misuse of the Service, AI Output or External Integrations;
- third-party services, integrations or platforms outside our control.
Subject to the above, our total aggregate liability arising out of or relating to the Service shall not exceed the greater of: (a) the fees paid by the Customer to us for the Service in the 3 months before the event giving rise to the claim; or (b) £100.
18. Force majeure
We are not responsible for delay or failure caused by events beyond our reasonable control, including outages, cyber incidents, labour disputes, failures of third-party services, legal restrictions, war, civil unrest, natural disasters or power or internet failures.
19. Changes to these Terms
We may update these Terms from time to time. If changes are material, we will take reasonable steps to notify Customers or users, such as by email, posting an updated version or giving notice through the Service.
Continued use of the Service after updated Terms take effect means you accept the updated Terms.
20. Governing law and disputes
These Terms are governed by the laws of England and Wales.
The courts of England and Wales have exclusive jurisdiction over disputes arising out of or relating to these Terms or the Service.
21. General
If any provision of these Terms is invalid or unenforceable, the remaining provisions remain in effect.
We may assign or transfer these Terms as part of a merger, acquisition, reorganisation, sale of assets or by operation of law.
You may not assign these Terms without our prior written consent.
These Terms, the Privacy Policy, any applicable order form and the DPA form the entire agreement between you and us regarding the Service, unless agreed otherwise in writing.
22. Contact
Func Digital LTD is a company registered in England and Wales.
Company number: 13684637
Registered office: 124 City Road, London, England, EC1V 2NX
Email: support@cooperly.ai
Privacy contact: privacy@cooperly.ai
Schedule 1 — Data Processing Addendum
This Data Processing Addendum (“DPA”) forms part of the Terms between the Customer (“Controller”) and Func Digital LTD (“Processor”).
1. Roles and scope
The Controller determines the purposes and means of processing Customer Personal Data submitted to or generated through the Service for the Controller.
The Processor processes Customer Personal Data only to provide, secure, support, maintain and improve the Service, and only in accordance with the Controller’s documented instructions, this DPA and applicable law.
“Customer Personal Data” means personal data processed by the Processor on behalf of the Controller through the Service.
2. Controller responsibilities
The Controller is solely responsible for:
- establishing a valid lawful basis for processing;
- providing required notices to data subjects;
- obtaining any required consents, permissions, approvals or internal authorisations;
- deciding which data to submit to the Service;
- configuring access rights, visibility settings and integrations;
- ensuring its instructions comply with applicable law;
- responding to data subject requests, unless applicable law requires otherwise.
The Controller warrants that it has the right to provide Customer Personal Data to the Processor for processing under this DPA.
3. Processor obligations
The Processor shall:
- process Customer Personal Data only on documented instructions from the Controller;
- ensure persons authorised to process Customer Personal Data are subject to confidentiality obligations;
- implement appropriate technical and organisational measures designed to protect Customer Personal Data;
- provide reasonable assistance to the Controller with data subject requests, security obligations, personal data breach notifications, data protection impact assessments and prior consultation where required;
- delete or return Customer Personal Data at the end of the Service as described in this DPA.
4. Security
The Processor will maintain reasonable technical and organisational measures appropriate to the nature of the Service and the risks of processing.
These measures may include access controls, encryption in transit, credential protection, monitoring, logging, backups and operational security controls.
5. Sub-processors
The Controller grants general authorisation for the Processor to engage sub-processors.
The Processor will impose data protection obligations on sub-processors that are no less protective in substance than this DPA and remains responsible for their performance.
The Processor will make an up-to-date list of sub-processors available on request or by another reasonable method.
If the Processor appoints or replaces a sub-processor that will process Customer Personal Data, the Processor will provide reasonable notice. The Controller may object on reasonable data protection grounds. If the parties cannot resolve the objection, the Controller may stop using the affected part of the Service or terminate the affected Service.
6. International transfers
Where Customer Personal Data is transferred outside the UK or EEA, the Processor will use appropriate safeguards where required, including adequacy regulations, Standard Contractual Clauses, the UK Addendum, the UK International Data Transfer Agreement or other lawful transfer mechanisms.
7. Data subject requests
The Controller is responsible for responding to requests from data subjects.
The Processor will provide reasonable assistance to enable the Controller to respond.
If the Processor receives a request directly and the request relates to Customer Personal Data, the Processor may refer the request to the Controller and will not respond directly unless required by law.
8. Personal data breaches
The Processor will notify the Controller without undue delay after becoming aware of a personal data breach affecting Customer Personal Data.
The notification will include information reasonably available to the Processor to help the Controller meet its obligations.
9. Deletion and return
Upon termination of the Service, the Processor will delete or return Customer Personal Data as instructed by the Controller, unless retention is required by law or permitted under the Terms.
Customer Personal Data may remain for a limited period in backups, logs, audit records or security records until overwritten or deleted under standard retention cycles.
10. Audits and compliance information
The Processor will make available information reasonably necessary to demonstrate compliance with this DPA.
Audits, if required, must be subject to reasonable notice, confidentiality, security controls and no more than once per year unless required by law or a regulator.
Any audit must not compromise the security, confidentiality or availability of the Service or other customers’ data. The Processor may satisfy audit requests by providing security summaries, policies, subprocessors information or other compliance materials where reasonable.
Annex A — Details of processing
- Subject matter: provision, security, support, maintenance and improvement of the Cooperly Service.
- Duration: the term of the Service plus any limited period required for deletion, return, backups, legal retention, security, audit or dispute purposes.
- Nature and purpose: hosting, storing, analysing, generating, displaying, transmitting and securing Customer Personal Data for the purpose of providing Cooperly features selected or enabled by the Controller.
- Categories of data subjects: Customer admins, account owners, team leaders, co-leads, team members, invited users, candidates, contractors and other individuals whose data is submitted to the Service by or on behalf of the Controller.
- Categories of personal data: names, email addresses, roles, team membership, account metadata, usage data, authentication and access metadata, Coop Profile responses and outputs, Pulse responses and comments, Team Fundamentals responses and summaries, member facts, candidate profile data, candidate team-fit outputs, AI-generated summaries, dashboard insights, notification metadata and payloads, integration metadata, OAuth/session metadata and support communications.
- Special category data: the Service is not intended to collect special category data. The Controller must not submit special category data unless it has a valid lawful basis and has instructed the Processor to process it.
Annex B — Sub-processors
The Processor may use sub-processors including:
- cloud hosting and infrastructure providers;
- email delivery providers;
- AI model providers;
- error monitoring, logging and security providers;
- connected communication providers where enabled by the Controller or Authorised Users;
- storage and backup providers;
- customer support and operational tooling providers.
An up-to-date list of sub-processors is available on request or at a location notified by the Processor.
Website analytics providers may be used for website analytics and are described in the Privacy Policy and cookie notices. They are not necessarily used to process Customer Personal Data within the Service.