Terms and Conditions

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalised have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms and Conditions:

• Application refers to heily, the software and services provided by the Company, including the application at app.heily.ai.
• Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
• Account means a unique account created for You to access our Service or parts of our Service.
• Country refers to: United Kingdom.
• Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to Manifestt Ltd, 27 Albert Embankment, London SE1 7AQ.
• Content refers to content such as files, documents, messages or other information that You upload to, share with, send to or otherwise make available to the Service, whatever its form.
• Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
• Feedback means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.
• Service refers to the Application and the website at heily.ai.
• Terms and Conditions (also referred to as “Terms”) mean these Terms and Conditions, which form the entire agreement between You and the Company regarding the use of the Service.
• Third-party Social Media Service refers to any website or any social network website through which a User can log in to use the Service.
• You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Acknowledgment

These are the Terms and Conditions that govern the use of this Service and the agreement between You and the Company. They set out the rights and obligations of every user of the Service.

You may access and use the Service only if You accept and comply with these Terms and Conditions. They apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of them, You may not access the Service.

You confirm that You are over the age of 18. The Company does not permit anyone under 18 to use the Service.

Your access to and use of the Service also depends on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes how We collect, use and disclose Your personal information when You use the Application or the website, and tells You about Your privacy rights and how the law protects You. Please read it carefully before using Our Service. Where We process personal data on Your behalf, Our Data Processing Agreement also applies.

User Accounts

When an account is created for You, the information You give Us must be accurate, complete and current at all times. Failing to keep it so is a breach of the Terms and may result in the immediate termination of Your account on Our Service.

You are responsible for safeguarding the means You use to sign in to the Service, and for any activities or actions carried out through them, whether You sign in with a code We send You or through a Third-party Social Media Service.

You agree not to disclose Your sign-in codes to any third party. You must notify Us immediately when You become aware of any breach of security or unauthorised use of Your account.

Microsoft 365 Access and AI Analysis

The Service offers an optional feature that lets You grant access to Your Microsoft 365 account, and to other systems You choose to connect, so that it can carry out the audit work You assign.

Voluntary Authorisation

By granting the Service access to a connected account, You explicitly authorise the Company to:

• Access and read the files and messages You make available, through secure OAuth authentication or the sign-in You provide
• Use artificial intelligence and Large Language Model (LLM) technology to analyse their content
• Identify and extract the information needed for the audit work You have assigned
• Make the changes You or Your reviewer have approved, such as filing a workpaper into the engagement folder

Your Rights and Control

You acknowledge and agree that:

• Connecting an account is entirely optional and is done by You
• You may revoke access at any time from Set up in the Application or through the connected system’s own settings
• Upon revocation, the Company will immediately cease accessing the connected account
• You are responsible for ensuring You have the legal right to grant access to the account and its contents
• The Company processes this data in accordance with Our Privacy Policy and applicable data protection laws

Limitations and Disclaimers

You understand and agree that:

• The AI analysis may not identify every matter, or may identify something incorrectly
• The Company does not guarantee the accuracy, completeness or reliability of the AI analysis
• You remain responsible for reviewing the work and for Your own professional conclusions, whether or not a matter is identified by the Service
• The Company is not liable for any damages resulting from matters that are missed, incorrectly identified or identified late

Content

Your Right to Post Content

Our Service allows You to upload and share Content. You are responsible for the Content that You provide to the Service, including its legality, reliability and appropriateness.

By providing Content to the Service, You grant Us the right and licence to use, reproduce and modify that Content only as needed to provide the Service to You. You retain any and all of Your rights to any Content You provide and You are responsible for protecting those rights. We do not make Your Content available to other users of the Service.

You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and to grant Us the rights and licence set out in these Terms, and (ii) providing Your Content to the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

Content Restrictions

The Company is not responsible for the content of the Service’s users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under Your account, whether carried out by You or by any third person using Your account.

You may not transmit any Content that is unlawful, offensive, threatening, libellous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:

• Content that is unlawful or promotes unlawful activity.
• Defamatory or discriminatory content.
• Spam, or any unauthorised or unsolicited advertising or solicitation.
• Content that contains or installs viruses, worms, malware, trojan horses or anything else designed to disrupt, damage or limit the functioning of software, hardware or telecommunications equipment, or to damage or obtain unauthorised access to the data of a third person.
• Content that infringes the proprietary rights of any party, including patent, trade mark, trade secret, copyright, right of publicity or other rights.
• Content that impersonates any person or entity, including the Company and its employees or representatives.
• Content that violates the privacy of any third person.
• False information.

The Company reserves the right, but not the obligation, to determine at its sole discretion whether any Content is appropriate and complies with these Terms, and to refuse or remove it. The Company can also limit or revoke the use of the Service if You provide such objectionable Content.

Content Backups

Although regular backups are performed, the Company does not guarantee there will be no loss or corruption of data.

Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted before it is backed up or that changes while a backup is being performed.

The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect backups. But You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.

You agree to maintain a complete and accurate copy of any Content in a location independent of the Service.

Copyright Policy

Intellectual Property Infringement

We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content on the Service infringes the copyright or other intellectual property of any person.

If You are a copyright owner, or authorised on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement taking place through the Service, You must submit Your notice in writing to the attention of our copyright agent by email at [email protected] and include in Your notice a detailed description of the alleged infringement.

You may be held accountable for damages (including costs and legal fees) for misrepresenting that any Content is infringing Your copyright.

DMCA Notice and DMCA Procedure for Copyright Infringement Claims

You may submit a notification under the Digital Millennium Copyright Act (DMCA) by providing our copyright agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail):

• An electronic or physical signature of the person authorised to act on behalf of the owner of the copyright’s interest.
• A description of the copyrighted work that You claim has been infringed, including the address of the location where the work exists or a copy of the work.
• Identification of the specific location on the Service where the material that You claim is infringing is located.
• Your address, telephone number and email address.
• A statement by You that You have a good faith belief that the disputed use is not authorised by the copyright owner, its agent or the law.
• A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorised to act on the copyright owner’s behalf.

You can contact our copyright agent by email at [email protected]. Upon receipt of a notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Service.

Intellectual Property

The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.

The Service is protected by copyright, trade mark and other laws of both the Country and foreign countries.

Our trade marks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.

Your Feedback to Us

You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and licence to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.

Links to Other Websites

Our Service may contain links to third-party websites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies or practices of any third-party websites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party websites or services that You visit.

Termination

We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of these Terms, and Your exclusive remedy for all of the foregoing, shall be limited to the amount actually paid by You through the Service, or 100 GBP if You have not purchased anything through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, or loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software or third-party hardware used with the Service, or otherwise in connection with any provision of these Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

The law does not allow some liability to be excluded or limited, including liability for death or personal injury caused by negligence and for fraud, which means that some of the above limitations may not apply. In those cases, each party’s liability will be limited to the greatest extent permitted by law.

“AS IS” and “AS AVAILABLE” Disclaimer

The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects, without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of satisfactory quality, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind, that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error-free, or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the Company’s providers makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content and materials included in it; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or emails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights, so some or all of the above exclusions and limitations may not apply to You. In such a case the exclusions and limitations set out in this section shall be applied to the greatest extent enforceable under applicable law.

Governing Law

The laws of England and Wales, excluding its conflicts of law rules, shall govern these Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national or international laws.

Disputes Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

For European Union (EU) Users

If You are a European Union consumer, You will benefit from any mandatory provisions of the law of the country in which You are resident.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to a United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Severability and Waiver

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party’s ability to exercise such right or require such performance at any time thereafter, nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Translation Interpretation

These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material, We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us:

• By email: [email protected]
• By visiting this page on our website: https://heily.ai