Terms & Conditions
These Terms & Conditions (the “Terms”) govern your use of cooperly.ai (the “Site”), which, along with any affiliated software or mobile applications, is operated by Func Digital LTD (“Func Digital,” “we,” “us,” or “our”).
By accessing or using cooperly.ai, you agree to these Terms (including the Data Processing Addendum in Schedule 1, where applicable) and you acknowledge our Privacy Policy.
1. General
Overview
The Service allows “Team Leaders” to create and manage teams, invite “Team Members,” perform check-ins, administer Coop Profile profiles, generate and collect Pulse, and receive AI-driven insights. Features may be added or changed without prior notice.
All AI-generated tips, recommendations and other insights (collectively, “Advice”) are provided for general information only. You must independently verify any Advice before acting on it.
Age Restriction
The Service is not intended for anyone under 18. If we discover an under-18 user, we may suspend or delete their account.
Account Security
Users must maintain the confidentiality of their login credentials. Func Digital is not liable for unauthorised use of your account.
2. Your Account
Team Leaders
Must register with a corporate email address. Public email domains (e.g., Gmail) may be rejected. Passwords must be at least six characters with letters and numbers.
Team Members
Must join via an invitation link from a Team Leader. If it’s your first login, you will be prompted to complete a Coop Profile test or other onboarding step.
Account Responsibility
You represent and warrant that all registration information you submit is truthful and accurate. You agree to update your information as necessary.
You acknowledge that any Coop Profile generated for you may contain inaccuracies, and you remain solely responsible for reviewing and validating its contents.
Account Security
- You are responsible for safeguarding the login credentials (email and password) associated with your account.
- You must notify us immediately of any unauthorised access or use of your account.
- We are not liable for any loss arising from someone else using your login credentials, with or without your knowledge.
Blocked or Removed Accounts
We may block or remove accounts if a User violates these Terms, provides false information, or engages in any misuse of the Services that could harm other Users or our systems.
3. Fees
Paid Features
Some or all features of the Service may require payment. Fees may change with 30 days’ notice.
No refunds will be provided unless required by applicable law.
Prices and VAT
All prices and fees shown or quoted are exclusive of VAT. VAT will be added to invoices at the applicable rate where required. Prices displayed on the Site or within the Service do not include VAT unless explicitly stated otherwise.
Billing Information and payment method
Fees (if any) are payable by invoice unless we agree otherwise in writing. We may introduce subscription billing and third-party payment processing in the future.
Auto-Renewal
If we offer subscription plans in the future, they may auto-renew unless you cancel. Any renewal and cancellation terms will be presented at signup or in your account settings.
4. User Content
Ownership
You retain ownership of “User Content” (e.g., data, text, images) you upload. However, by using the Service, you grant us a worldwide, non-exclusive, royalty-free license to use, host, reproduce, and display your User Content solely to operate, maintain, secure, and improve the Service.
Prohibited Content
You must not upload any unlawful, infringing, or otherwise objectionable content, including special category data (sensitive personal data), unless the Customer (as Controller) has a valid lawful basis to provide it and has instructed us to process it solely for providing the Service.
No Obligation to Monitor
We may, at our discretion, remove any User Content that violates these Terms or applicable law.
5. Acceptable Use
- You agree not to misuse the Service (e.g., hacking, spamming, uploading malware, misrepresenting your identity).
- Any violations may result in suspension or termination of your account.
6. Data Protection & Privacy
6.1 Privacy Policy
Your use of the Service is subject to our Privacy Policy. You acknowledge that you have read and understood it.
6.2 Controller / Processor roles (team data)
When an organisation uses the Service to invite and manage a team, the organisation is the Controller of personal data relating to its team members (including Coop Profiles, Pulse and Team Fundamentals responses). Func Digital LTD acts as a Processor on the Controller’s behalf.
The Controller is responsible for establishing an appropriate lawful basis, providing any required notices to team members, and configuring access rights for authorised users.
6.3 Data Processing Addendum (DPA)
Where we process personal data as a Processor on behalf of a Controller, the Data Processing Addendum in Schedule 1 applies and forms part of these Terms.
7. Termination & Suspension
User Termination
You may stop using the Service at any time. If you close your account, you must back up any data you wish to retain.
Our Right to Terminate
We may suspend or terminate your account for violations of these Terms, legal requirements, or security concerns. We will attempt to provide notice where practical.
Post-Termination
Provisions that by nature should survive (e.g., indemnification, limitation of liability) remain effective after termination.
8. Indemnification
You agree to indemnify and hold harmless Func Digital LTD, its affiliates, and their respective officers, directors, and employees from claims, damages, or expenses arising from your breach of these Terms, your User Content, or your misuse of the Service.
9. Disclaimers & Liability
As-Is
The Service is provided “as is” without warranties of any kind. We do not guarantee uninterrupted or error-free service.
Limitation of Liability
To the fullest extent allowed by law, Func Digital LTD is not liable for indirect, special, or consequential damages. Our total liability shall not exceed the amount paid by you (if any) in the last 3 months.
In no event shall Func Digital LTD be liable for any decisions, actions or omissions you take in reliance on a Coop Profile or Advice.
Force Majeure
We are not responsible for delays or failures caused by events beyond our reasonable control.
10. Governing Law & Disputes
Jurisdiction
These Terms are governed by English law. Any dispute shall be settled in the courts of England and Wales.
Severability
If any provision is deemed unenforceable, the remaining provisions shall remain in effect.
Entire Agreement
These Terms (including the Privacy Policy and, where applicable, the Data Processing Addendum in Schedule 1) constitute the entire agreement between you and us regarding the Service, unless explicitly stated otherwise in writing.
11. Changes & Notices
Updates to Terms
We may update these Terms periodically. If changes are significant, we will notify you.
Notices
We may send you notices via email or by posting updates on our Site.
For legal notices to us, email support@cooperly.ai and send a copy by registered mail to our principal address (available upon request).
12. cooperly.ai Property
Intellectual Property
The Services, including any underlying software, design elements, and proprietary rights, belong to Func Digital LTD or its licensors. Nothing in these Terms grants you ownership of or license to any intellectual property owned by us except for the limited, revocable right to use the Services as outlined here.
Trademarks
“cooperly.ai,” our logo, and any associated brand elements are trademarks of Func Digital LTD. You may not use them without our prior written consent.
13. Contact Information
If you have questions about this Terms & Conditions, please contact:
Func Digital LTD
email: privacy@cooperly.ai
Schedule 1. Data Processing Addendum (DPA)
This Data Processing Addendum (“DPA”) forms part of the Terms between (i) the customer organisation using the Service (“Controller”) and (ii) Func Digital LTD (“Processor”).
1. Subject matter and roles
1.1 The Controller determines the purposes and means of processing of personal data submitted to the Service by the Controller or its authorised users, including team member responses in Coop Profiles, Pulse and Team Fundamentals (“Customer Personal Data”).
1.2 The Processor processes Customer Personal Data only to provide, secure and support the Service.
2. Controller responsibilities (primary responsibility sits here)
2.1 The Controller is solely responsible for:
- establishing a valid lawful basis and, where required, conducting any consultation/works council steps;
- providing required notices to team members and handling internal communications;
- configuring user access and ensuring the Service is used lawfully and fairly; and
- ensuring instructions it gives to the Processor comply with applicable law.
- 2.2 The Controller warrants it has the right to provide Customer Personal Data to the Processor for processing under this DPA.
3. Processor instructions
The Processor shall process Customer Personal Data only on documented instructions from the Controller, including to provide the Service, provide support, maintain security, and perform maintenance.
4. Confidentiality
The Processor ensures persons authorised to process Customer Personal Data are subject to appropriate confidentiality obligations.
5. Security
The Processor will implement appropriate technical and organisational measures to protect Customer Personal Data.
6. Sub-processors
6.1 The Controller grants general authorisation for the Processor to engage sub-processors.
6.2 The Processor will impose data protection obligations on sub-processors that are no less protective than this DPA and remains responsible for their performance.
6.3 The Processor will make an up-to-date list of sub-processors available on request and will provide reasonable notice of material changes.
7. International transfers
Where Customer Personal Data is transferred outside the UK/EEA, the Processor will ensure appropriate safeguards are in place (including SCCs and, where required, the UK Addendum or UK IDTA).
8. Data subject requests
8.1 The Controller is responsible for responding to requests from data subjects.
8.2 The Processor will provide reasonable assistance to enable the Controller to respond.
8.3 If the Processor receives a request directly, it will (where permitted) forward it to the Controller and will not respond unless required by law.
9. Personal data breaches
The Processor will notify the Controller without undue delay after becoming aware of a personal data breach affecting Customer Personal Data.
10. Deletion/return
Upon termination, the Processor will delete or return Customer Personal Data as instructed by the Controller, except where retention is required by law. Data may remain in backups for a limited time until overwritten under standard backup cycles.
11. Audit / compliance information
The Processor will make available information reasonably necessary to demonstrate compliance with this DPA. Audits (if any) will be subject to reasonable notice, confidentiality, and security constraints, and no more than once per year.
Annex A — Details of processing
- Categories of data subjects: the Controller’s employees/contractors invited to the Service; Controller admins/leads.
- Categories of personal data: names/emails, roles, team metadata, usage data, responses in Coop Profiles/Pulse/Team Fundamentals, free-text, derived summaries/insights.
- Purpose: providing the Service, support, security, and maintenance.
- Duration: term of the Service plus a limited period for deletion/return and backup overwrite cycles.
Annex B — Sub-processors
The Controller authorises the Processor to use the following sub-processors for the purposes described in this DPA. The Processor may update this list in accordance with Section 6 of the DPA.
- DigitalOcean — cloud infrastructure and hosting (hosting of the Service and related data).
- Google Analytics — website analytics (website usage measurement; only after cookie consent where required).
- Hotjar (Contentsquare group) — website behaviour analytics (session/interaction analytics; only after cookie consent where required).
- OpenAI — AI model provider (generation of limited product content/insights where enabled by the Service).
Google Analytics and Hotjar are used for website analytics and are not intended to process Customer Personal Data submitted in the Cooperly product.
The Processor will make available further details about sub-processors and international transfer safeguards on request.