Terms of Service

ModuHelp is a software-as-a-service (SaaS) offering that allows organizations to centralize and respond to the support requests of their own customers, with the assistance of artificial intelligence features.

During the limited launch phase, access to ModuHelp may be granted by invitation or upon approved registration, at the discretion of Nevergetold, Lda. The service is marketed to institutional and business customers. The relationship governed by these Terms is business-to-business (B2B); ModuHelp is not intended for the persons who contact the Tenant through the service, who are "End Customers", as defined below, and who are not a party to these Terms.

Nevergetold, Lda. may refuse, suspend or make conditional the access of any organization that does not fall within this scope, without this constituting a breach of these Terms.

"Tenant": the organization that creates an account on ModuHelp, accepts these Terms and uses the platform to manage support for its customers.

"End Customer": the person who contacts the Tenant through the service, by email, through the embeddable widget or the shareable page, and whose data the Tenant processes through ModuHelp.

"User": each natural person authorized by the Tenant to access the service with their own credentials.

"Platform": the ModuHelp service, including the mail-receiving address assigned to the Tenant, the embeddable widget, the shareable contact page and the management dashboard.

"AI Features": the features of the service that rely on language models to classify, draft or send responses, described in section 6.

"Tenant Data": all content and data uploaded, submitted or generated through the service on behalf of the Tenant, including messages, tickets, attachments, knowledge base and End Customer data.

"Sub-processor": a third party that processes data on behalf of Nevergetold, Lda. in the provision of the service, identified in the DPA.

"DPA": the Data Processing Agreement accepted by the Tenant at the time of registration, which governs the processing of End Customers' personal data.

ModuHelp provides the Tenant with, among other features: the receipt and organization of support requests received by email forwarded to the assigned address, through the widget embeddable on the Tenant's website or through a shareable contact page; the creation and management of tickets and their respective messages; a shared inbox for the team; a knowledge base; and the AI Features described in section 6.

The service is provided on a hosted basis by Nevergetold, Lda. ("multi-tenant" SaaS). The Tenant does not receive, install or manage any software on its premises; access is made exclusively through a web browser.

The available features may vary according to the contracted plan and may be changed, improved or discontinued over time, with reasonable prior notice when the change materially affects the operation of the service for the Tenant.

The natural person who registers the account declares that they are at least 18 (eighteen) years of age and have the authority to bind the organization they represent to these Terms.

The Tenant is responsible for:

keeping up to date the identification details, contacts and Users authorized to access its account;

ensuring the confidentiality of the access credentials and immediately notifying any unauthorized use;

correctly configuring the forwarding of its support mail to the assigned receiving address and completing the sender identity verification required for sending responses;

ensuring that only persons authorized by it manage tickets, responses and End Customer data on its behalf.

6.1. Nature. The service relies on large language models, provided by Sub-processors identified in the DPA, to classify requests, draft proposed responses and, when the Tenant activates it, send responses automatically based on the Tenant Data and the knowledge base that the Tenant makes available.

6.2. No warranty of accuracy. The results of the AI Features are probabilistic in nature and may be inaccurate, incomplete, out of date or inappropriate to the context. They do not constitute professional, legal, financial or any other type of advice. Nevergetold, Lda. does not warrant the accuracy, adequacy or suitability of the results generated by AI.

6.3. Responsibility for the content sent. The Tenant is solely responsible for all communications sent through the service, including expressly the responses drafted with the assistance of AI. The activation of the automatic sending of responses is a configuration option of the Tenant and constitutes acceptance of the risk inherent in sending AI-generated content without prior human review.

6.4. Human supervision. The service allows the Tenant, at any time, to require human approval of responses before sending and to deactivate automatic sending. Nevergetold, Lda. recommends human review of responses, in particular in regulated activities or in decisions with a significant impact on End Customers.

6.5. No training with the Tenant's content. Nevergetold, Lda. does not use the Tenant Data to train artificial intelligence models. The processing carried out by the AI Sub-processor (Mistral AI) is governed by Mistral's own terms and data policy, available at https://legal.mistral.ai/terms, which Nevergetold, Lda. recommends consulting.

6.6. Sub-processing and transfers. The content submitted to the AI Features is transmitted to the AI Sub-processor identified in the DPA, with the applicable transfer safeguards should the processing occur outside the European Economic Area.

6.7. Evolution. The AI Features may be modified, limited in usage volume or discontinued, with the limitations of liability in section 14 applying to them.

7.1. For the use of the platform, Nevergetold, Lda. charges the Tenant a subscription in accordance with the contracted plan, indicated in the invitation, in the commercial proposal or on the ModuHelp pricing page.

7.2. Prices shown on the pricing page and in commercial proposals always exclude VAT. Tenants established in Portugal are charged VAT at the legal rate in force (currently 23%). Tenants established in another European Union Member State who provide a valid VAT identification number are invoiced under the reverse charge mechanism, with no Portuguese VAT applied. Tenants established outside the European Union are not charged Portuguese VAT. The tax identification number is collected during the subscription process and appears on the invoice issued.

7.3. Unless otherwise stated, subscriptions are prepaid and billing is periodic. Payment processing is provided by Stripe; Nevergetold, Lda. does not store the complete details of the Tenant's means of payment. By subscribing to a paid plan, the Tenant also accepts the applicable conditions of the payment provider.

7.4. Nevergetold, Lda. issues the corresponding invoice through certified invoicing software, in electronic format, made available to the Tenant by email or in the account management area.

7.5. Nevergetold, Lda. may change prices upon 30 (thirty) days' prior notice, with the change taking effect in the following billing cycle.

7.6. ModuHelp does not process payments from End Customers. The service is not a mechanism for charging the Tenant's customers; the subscription relates only to the Tenant's use of the platform.

7.7. Each contracted plan includes a monthly number of AI-drafted replies that are actually sent, indicated on the pricing page. Once that limit is reached, the AI Features relating to drafting and sending new replies pause until the start of the following billing cycle, with no additional amounts charged for exceeding it. Receiving support requests, manual replies by the Tenant's team, the embeddable widget and the shareable contact page remain available and are not affected.

7.8. ModuHelp offers a free trial period of 7 (seven) days, with no payment method required, with a limited number of AI-generated replies. At the end of the trial period, the AI Features pause until the Tenant subscribes to a paid plan, with no automatic conversion to a paid subscription.

8.1. The Tenant undertakes to use the service in compliance with the law, with these Terms and to ensure that it has a legal basis to process the data of the End Customers that it enters into the service, including the knowledge base content that feeds the AI Features.

8.2. The Tenant undertakes not to use the platform for, among other things: accessing without authorization the accounts, data or systems of third parties; introducing malicious software or carrying out cyberattacks; deliberately overloading the infrastructure; circumventing security mechanisms or technical limits; reverse engineering the service; reselling, sublicensing or making access available to third parties outside the scope of its organization; or processing unlawful content or content that infringes the rights of third parties.

8.3. License over the Tenant Data. The Tenant grants Nevergetold, Lda. a free, non-exclusive license, sublicensable to the Sub-processors, limited to what is strictly necessary to host, store, reproduce and process the Tenant Data for the sole purpose of providing the service.

8.4. Breach of these obligations is the sole responsibility of the Tenant, including towards third parties and competent authorities.

9.1. The provision of the service depends on third-party providers, namely of hosting and infrastructure, of email delivery, of storage, of AI model providers and of payment processing, identified in the DPA and in the Privacy Policy.

9.2. Nevergetold, Lda. is not liable for interruptions, changes or cessation of third-party services that are outside its reasonable control, without prejudice to its duties of diligence in their selection.

10.1. With regard to the personal data of End Customers contained in the Tenant Data, the Tenant takes on the capacity of controller and Nevergetold, Lda. acts as processor, processing such data only in the name and on the instruction of the Tenant, for the provision of the service.

10.2. The terms, warranties, technical and organizational measures, further sub-processors and other conditions of that processing are set out in the DPA, accepted by the Tenant at the time of registration, available at https://moduhelp.com/dpa, which forms an integral part of the contractual relationship.

10.3. With regard to the data of the Tenant's own account and of website visitors, Nevergetold, Lda. acts as controller, under the terms of the Privacy Policy.

10.4. In the event of doubt or conflict between these Terms and the DPA as regards the processing of End Customer data, the DPA prevails.

11.1. The ModuHelp platform, its software, design, trademarks, logos and other intellectual property elements are and remain the property of Nevergetold, Lda. or its licensors. These Terms do not grant the Tenant any ownership right over the platform, only a non-exclusive and non-transferable right of access and use, for as long as the account remains active.

11.2. The content that the Tenant uploads to the platform remains the property of the Tenant or of whoever is authorized by it.

11.3. The suggestions, ideas or comments (feedback) that the Tenant provides about the service may be freely used by Nevergetold, Lda., without consideration, to improve it.

11.4. The software of the service includes open source and third-party components, which retain their respective licenses. Neither party may use the name, trademarks or distinctive signs of the other without prior written consent; Nevergetold, Lda. may, unless the Tenant objects, identify the Tenant as a user of ModuHelp for commercial reference purposes.

12.1. During the limited launch phase, the service is provided on a best effort basis, without a formal service level agreement (SLA) as to uptime or response time. Nevergetold, Lda. makes reasonable efforts to keep the platform available and to provide support through the channels indicated in section 1, but does not guarantee uninterrupted availability, and interruptions may occur for maintenance, updates or for reasons beyond its control.

12.2. Support is provided in Portuguese, by email, through the contacts indicated in section 1, on Portuguese business days, from 10:00 to 17:00 (Portugal time), with an indicative first-response target of 24 business hours. Support does not include custom development, training, migration or data loading, nor configuration of third-party services, except by separate written agreement.

12.3. When the product evolves to general availability, specific service levels may be defined, communicated in advance to the Tenant.

12.4. Force majeure. Neither party is liable for non-performance caused by unforeseeable and unavoidable events beyond its reasonable control, including generalized failures of networks or infrastructure providers, natural disasters or acts of public authority, for the period during which such events last.

13.1. Nevergetold, Lda. may suspend or terminate the Tenant's access, in whole or in part, in the event of: breach of these Terms or of the DPA; failure to pay amounts due; well-founded suspicion of fraud, unlawful activity or abusive use; determination of a competent authority; or, during the limited launch phase, for reasons of capacity or reorganization of the service, upon reasonable prior notice whenever the urgency permits.

13.2. Either party may terminate the contract in the event of serious breach by the other which, being remediable, is not corrected within 15 (fifteen) days after written notice.

13.3. The Tenant may close its account or terminate the renewal at any time, through the account settings or the contacts indicated in section 1.

13.4. In the event of termination, for any reason, Nevergetold, Lda. makes available to the Tenant, for a reasonable period, the possibility of exporting the Tenant Data. A grace period of 30 (thirty) days applies after the request to delete the workspace, at the end of which the data is permanently deleted, including from backups within their respective rotation cycles, without prejudice to legally required retention periods, in particular tax periods. This period is aligned with the DPA. Termination does not release the Tenant from paying amounts already due.

14.1. The platform is made available "as is", without implied warranties of fitness for a particular purpose beyond that described in these Terms, except where mandatory law provides otherwise. Nevergetold, Lda. does not warrant that the service is free from errors or interruptions, nor that it produces accurate or complete results, in particular those generated by AI.

14.2. To the maximum extent permitted by law, the aggregate liability of Nevergetold, Lda. towards the Tenant, for any cause related to these Terms or to the use of the platform, is limited to the amount effectively paid by the Tenant to Nevergetold, Lda. in the 12 (twelve) months preceding the event giving rise to the liability.

14.3. Nevergetold, Lda. is not liable for indirect damages, loss of profits, loss of data or content, loss of opportunity or reputational damages, nor for results or decisions based on content generated by the service, including by the AI Features.

14.4. Damages caused by wilful misconduct or gross negligence of Nevergetold, Lda., and any liabilities that Portuguese law does not allow to be limited, are excluded from the foregoing limitations. The Tenant is liable towards Nevergetold, Lda. for damages arising from the unlawful use of the service or the breach of these Terms, including for the content it sends through the service.

15.1. Each party undertakes to keep confidential the non-public information of the other party to which it has access, using it only for the performance of the contract, except for information in the public domain, lawfully obtained from a third party or of legally required disclosure, in which case the bound party notifies the other, to the extent legally permissible.

16.1. Nevergetold, Lda. may change these Terms to reflect changes to the service, to the applicable law or to commercial conditions. Material changes are communicated to the Tenant at least 15 (fifteen) days in advance, by email or through the platform. Continued use of the service after the changes take effect constitutes acceptance thereof; if the Tenant does not agree, it may close its account under the terms of section 13, without penalty, before the effective date.

17.1. These Terms govern a business-to-business (B2B) relationship between Nevergetold, Lda. and the Tenant, concerning the sale of the platform service. The Tenant's complaints regarding the service may be directed to the contacts indicated in section 1 or recorded in the Portuguese electronic complaints book (Livro de Reclamações Eletrónico) at https://www.livroreclamacoes.pt.

17.2. This section does not apply to the relationship between the Tenant and its End Customers, which is the sole responsibility of the Tenant, including as regards the provision of the respective complaints book and the alternative consumer dispute resolution (RAL) mechanisms applicable to that relationship.

18.1. The Tenant may not assign its contractual position without the written authorization of Nevergetold, Lda. Nevergetold, Lda. may assign its position to a company of the same group or in the context of a restructuring operation or transfer of business, with the Tenant's guarantees being maintained.

18.2. Communications between the parties are made by email to the addresses indicated in the account, being deemed received on the first business day following dispatch.

18.3. The invalidity of any clause does not affect the others. The failure by either party to require compliance with a provision does not constitute a waiver of the respective right. These Terms, together with the Privacy Policy and the DPA, constitute the entire agreement between the parties as to their subject matter.

19.1. These Terms are governed by Portuguese law. For the resolution of any dispute arising from these Terms or from the relationship between the parties, the courts of the district (comarca) of Torres Vedras, Portugal, are competent, with express waiver of any other.