1. Acceptance of Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer", "you", "your") and ТОВ "МікХелпер" (MicHelper LLC) ("Company", "we", "us", "our") governing your access to and use of the MicHelper platform, including our website at michelper.com, applications, APIs, and related services (collectively, the "Service").
By creating an account, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.
If you do not agree to these Terms, you may not access or use the Service.
2. The Service
MicHelper is a SaaS platform for AI-powered sales conversation quality analysis. The Service enables businesses to record audio from designated microphones in retail locations, transcribe conversations using AI, and analyze transcripts against sales scripts to generate quality scores, compliance reports, and performance analytics.
Audio recordings are deleted immediately after successful transcription. Transcripts and analytics persist during your subscription as core service features.
3. Account & Eligibility
3.1 Eligibility
To use the Service, you must:
- Be at least 18 years of age
- Have the legal capacity to enter into a binding contract
- Not be prohibited from using the Service under applicable laws
- Be a business entity or acting on behalf of one (the Service is B2B only)
3.2 Account Registration
You must provide accurate, complete, and current information when creating an account. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.
3.3 Account Types
The Service supports multiple user roles with different permissions:
- Superadmin: Full administrative access to the platform
- Network Manager: Administrative access within a network (company)
- Regional Manager: Access to specific regions within a network
- Shop Manager: Access to specific shop locations
- Seller: Access to personal performance data and scripts
The account owner is responsible for properly configuring access controls and ensuring users have appropriate permissions.
3.4 Account Security
You agree to:
- Use strong, unique passwords for all accounts
- Immediately notify us of any unauthorized access
- Not share account credentials with unauthorized parties
4. Pilot, Pricing & Payment
4.1 Free Pilot
MicHelper offers a free 14-day pilot for new customers, including up to 3 recording microphones. During the pilot period:
- You have full access to all features with up to 3 recording microphones
- No payment information is required to start the pilot
- The pilot automatically ends after 14 days unless commercial terms are agreed
- Data created during the pilot is retained if commercial terms are agreed within 30 days of the end of the pilot
4.2 Pricing & Commercial Terms
After the pilot period, commercial terms — including pricing and payment arrangements — are agreed individually with each customer. MicHelper does not publish fixed public pricing on the website and does not currently offer self-service online checkout.
To discuss commercial terms, please contact us at michelperhelp@gmail.com.
4.3 Payment Terms
Payment arrangements (currency, schedule, method) are agreed individually with each customer as part of the commercial terms. All fees are exclusive of applicable taxes, which the customer is responsible for paying.
4.4 Refunds
No refunds. All sales are final. Once paid service is agreed and activated, MicHelper allocates infrastructure capacity, processing resources, and operational support for the customer. Therefore, payments are non-refundable.
If you believe you are entitled to a service credit due to service issues, please contact michelperhelp@gmail.com. Service credits are offered at MicHelper's sole discretion and do not constitute refunds.
4.5 Changes to Commercial Terms
Any changes to agreed commercial terms take effect as specified in the individual agreement between MicHelper and the customer, with at least 60 days' notice unless otherwise agreed in writing.
5. Acceptable Use
You agree not to use the Service to:
5.1 Prohibited Activities
- Violate any applicable laws, regulations, or third-party rights
- Record conversations without proper legal authorization or consent
- Use the Service for surveillance purposes beyond legitimate business quality control
- Transmit malware, viruses, or harmful code
- Attempt to gain unauthorized access to our systems or other users' accounts
- Reverse engineer, decompile, or disassemble the Service
- Resell, sublicense, or redistribute the Service without authorization
- Interfere with or disrupt the Service's operation
5.2 Content Standards
You are responsible for ensuring that all content you upload or process through the Service complies with applicable laws and does not contain illegal, defamatory, or obscene material, or material that infringes intellectual property rights.
6. Customer Responsibilities
6.1 Legal Compliance
As the Customer, you are solely responsible for:
- Determining whether recording conversations is lawful in your jurisdiction
- Obtaining all necessary consents from employees and customers
- Posting appropriate signage about recording in your locations
- Complying with data protection laws (GDPR, etc.) as applicable
- Properly informing employees about the monitoring system
6.2 Employee Notification & Consent
Before using the Service, you must:
- Notify employees that their conversations may be recorded and analyzed
- Explain the purpose of the recording (quality control, training, performance evaluation)
- Provide information about data retention and employee rights
- Document that employees have been informed
The user is responsible for employee notification and consent about recording. MicHelper provides compliance templates and tools but does not guarantee legal compliance in any specific jurisdiction.
6.3 Customer Notice
You must inform customers entering your retail locations that audio recording may occur. This typically includes visible signage at entry points and clear indication that conversations may be recorded for quality purposes.
6.4 Data Processing Agreement
If you are subject to GDPR or similar data protection laws, you must enter into our Data Processing Agreement before processing personal data through the Service.
7. AI Disclaimer
AI analysis is provided for informational purposes only. Accuracy is not guaranteed.
The Service uses artificial intelligence (powered by AI) to transcribe audio and analyze conversations. You acknowledge and agree that:
- AI-generated outputs (scores, compliance flags, recommendations) are advisory only and may contain inaccuracies
- AI outputs do not constitute legal advice, official compliance assessments, or evidence of employee misconduct
- You must independently verify AI-generated analysis before making employment decisions, disciplinary actions, or compliance determinations
- MicHelper does not guarantee the accuracy of AI-generated scores, transcriptions, or recommendations
- MicHelper is not liable for decisions made based on AI-generated outputs
Customer data is not used for AI model training. The AI provider processes data for inference only with zero data retention.
8. Intellectual Property
8.1 Our Ownership
We retain all rights, title, and interest in and to the Service, including:
- The platform, software, and underlying technology
- AI models and algorithms
- Trademarks, logos, and branding
- Documentation and training materials
8.2 Your Ownership
You retain all rights to your data, including:
- Audio recordings and transcripts
- Custom scripts and rules you create
- Employee and performance data
8.3 License Grant
You grant us a limited, non-exclusive license to process your data solely for the purpose of providing the Service. This license terminates when your subscription ends.
8.4 Feedback
If you provide feedback or suggestions about the Service, we may use them without obligation to you.
9. Confidentiality
9.1 Definition
Confidential Information includes any non-public information disclosed by one party to the other, including business data, technical information, and pricing.
9.2 Obligations
Both parties agree to:
- Protect Confidential Information with reasonable care
- Use Confidential Information only for purposes related to the Service
- Not disclose Confidential Information to third parties without consent
9.3 Exceptions
Confidentiality obligations do not apply to information that:
- Is publicly available through no fault of the receiving party
- Was already known to the receiving party
- Is independently developed without use of Confidential Information
- Is required to be disclosed by law
10. Service Availability
10.1 Uptime Target
We strive to maintain 99.5% uptime for the Service, excluding scheduled maintenance. However, this is a target, not a guarantee, unless otherwise specified in a separate Service Level Agreement. The Service is provided "as-is".
10.2 Scheduled Maintenance
We may perform scheduled maintenance during low-traffic periods. We will provide at least 24 hours' notice for planned maintenance that may cause significant disruption.
10.3 Support
We provide support via michelperhelp@gmail.com during business hours. Response times vary based on issue severity.
11. Warranties & Disclaimers
11.1 Disclaimers
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
We do not warrant that:
- The Service will be uninterrupted or error-free
- Transcription or AI analysis accuracy will meet your specific requirements
- The Service will meet all your business needs
- All errors or defects will be corrected
12. Limitation of Liability
12.1 No Consequential Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICHELPER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE THEORY OF LIABILITY.
12.2 Liability Cap
MicHelper's total aggregate liability arising out of or relating to this Agreement shall not exceed the total fees paid by Customer to MicHelper during the three (3) months immediately preceding the event giving rise to such liability.
12.3 Data Processing Responsibility
Customer acknowledges that:
- Customer is the data controller and MicHelper is the data processor for audio recordings and transcripts
- Customer is responsible for obtaining all necessary consents and providing required notices to employees and visitors regarding audio recording
- Customer is responsible for complying with all applicable data protection laws in the jurisdictions where recording takes place
- MicHelper provides tools and templates to assist with compliance but does not guarantee legal compliance in any specific jurisdiction
12.4 Exceptions
The limitations in this section do not apply to: your payment obligations; either party's indemnification obligations; breaches of confidentiality; or gross negligence or willful misconduct.
13. Indemnification
13.1 Your Indemnification
You agree to indemnify, defend, and hold harmless MicHelper and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from:
- Your use of the Service
- Your violation of these Terms
- Your violation of applicable laws regarding recording or data protection
- Your failure to obtain required consents
- Claims by your employees related to the recording system
13.2 Our Indemnification
We will indemnify and defend you against claims that the Service infringes any third-party intellectual property rights, provided that you promptly notify us of the claim, give us sole control of the defense and settlement, and cooperate with our defense.
14. Termination
14.1 Term
These Terms remain in effect for the duration of the pilot and any paid service agreed individually between MicHelper and the customer. Paid service continues for the term agreed in the individual commercial arrangement.
14.2 Termination by You
During the pilot you may stop using the Service at any time without obligation. For paid service, you may cancel with 30 days' notice by contacting michelperhelp@gmail.com. Cancellation takes effect at the end of the current paid period; no refund is issued for the remaining period.
14.3 Termination by Us
We may terminate or suspend your account immediately if you:
- Breach these Terms (immediate termination for TOS violation)
- Fail to pay agreed fees when due (immediate termination for non-payment)
- Engage in prohibited activities
- Pose a risk to other users or the Service
14.4 Effect of Termination
Upon termination:
- Your access to the Service will be disabled
- You may request export of your data within 30 days
- After the 30-day export window, we will delete your data
- You remain liable for any unpaid fees
15. Governing Law & Disputes
15.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of Ukraine.
15.2 Dispute Resolution
Before initiating any legal proceeding, you agree to first attempt to resolve disputes through our support channels. If we cannot resolve the dispute informally within 30 days, either party may proceed to formal dispute resolution.
15.3 Jurisdiction
Any legal proceedings shall be brought in the courts of Lviv, Ukraine.
16. Changes to Terms
We may modify these Terms at any time. When we make material changes:
- We will update the "Last updated" date
- We will provide at least 30 days' notice for material changes
- Notice will be provided via email and/or through the Service
- Your continued use after the effective date constitutes acceptance
If you do not agree to the modified Terms, you must stop using the Service and cancel your subscription before the changes take effect.
17. General Provisions
17.1 Entire Agreement
These Terms, together with our Privacy Policy, Data Processing Agreement (if applicable), and any order forms, constitute the entire agreement between you and us regarding the Service.
17.2 Severability
If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
17.3 Waiver
Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.
17.4 Assignment
You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
17.5 Force Majeure
Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including natural disasters, acts of government, internet or telecommunications failures, power outages, cyberattacks, pandemics, war, or civil unrest.
17.6 Contact
For questions about these Terms, please contact us at michelperhelp@gmail.com.